Common use of Facility Increase Clause in Contracts

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after request an increase in the Restatement Date, one or more Facility Increase Notices to request Aggregate Commitment (each, a “Facility Increase”) (A) an increase in ), which notice shall set forth the aggregate amount of such requested Facility Increase. Such Facility Increase may be effected (i) by having one or more New Lenders become Lenders under the Revolving Credit Commitments Facility and/or (ii) by having any one or more of the then-existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”at their respective election in their sole discretion); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory that have been approved by the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld or delayed), increase the amount of their existing Commitments, provided that (i) each Facility Increase shall be in an amount not less than $5,000,000, (ii) after giving effect to the Administrative AgentFacility Increase, the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period, (v) any Facility Increase shall be pursuant to this Agreement, and (vi) the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) of any Facility Increase shall be substantially identical to the same as the terms and conditions applicable to the Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility (it being understood that Increased Revolving Commitments Increase, the Termination Date for the Facility Increase shall be made as part of the existing Revolving Credit Facility)latest Termination Date. (ivb) As a condition to a Facility Increase, (Each Facility Increase shall become effective on a date agreed by i) the Borrower and each applicable Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit C hereto and the Administrative Agent shall have accepted and executed the same; (eachii) if requested by an Additional Lender, a the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to the order of such Additional Lender; (iii) the Guarantors shall have consented in writing to the Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1(ix), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of each Facility Increase and shall promptly provide copies of each Commitment and Acceptance to all of the Lenders. (c) Upon the effective date of any Facility Increase pursuant to the provisions hereof (the “Facility Increase Date”), which Increase Date shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or mutually agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed upon by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower each applicable Additional Lender and the Administrative Agent, (A) such Additional Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments Lenders party to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed immediately prior to the Administrative Agent Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such that each Lender (including each Additional Lender) holds a participation interest in each such Letter of Credit in the Lenders amount of its then Ratable Share thereof; and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There each Additional Lender shall make its Ratable Share of all Advances made on or after such Increase Date and shall otherwise have been paid to the Administrative Agent, for the account all of the Administrative Agent rights and the Lenders participating in obligations of a Lender hereunder on and after such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (Cd) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent After the Increase Date, the Administrative Agent shall promptly provide to Each Loan and Letter of Credit) shall have been satisfied both before and each Lender a new Schedule 1 to this Agreement. In the event that there are any Loans outstanding after giving effect to an increase in the Aggregate Commitment pursuant to this Section 2.18, upon notice from Administrative Agent to each Lender, the amount of such Facility Increase and (2) such Facility Increase Loans owing to each Lender shall be made appropriately adjusted to reflect the new Commitments and the new Ratable Shares, it being intended that all Loans be held ratably in accordance with the Ratable Shares. If, as a result of any such adjustment to the amount of Loans owing to any Lender, any payment of all or a portion of any Eurodollar Loan owing to any such Lender occurs on a day which is not the terms and conditions set forth last day of the applicable Interest Period, Borrower shall pay to Administrative Agent for the benefit of the affected Lenders any loss or cost incurred by such Lenders resulting therefrom in this accordance with Section 2.1(c)3.6. (De) On Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the date part of any Facility Increase, Lender to increase its Commitment hereunder at any time or a commitment or agreement on the Leverage Ratio (determined as part of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions Borrower or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as to give or grant any Lender the Administrative Agent shall reasonably request right to demonstrate compliance with this clause (D)increase its Commitment hereunder at any time. (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Effective Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 200,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 25,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,00025,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (2.4.1 Borrower may from time to time request and receive an increase, or Affiliate increases, to the Term Loan in one or Approved Fund thereof) or Eligible Assignee havingmore advances to increase the maximum amount of principal hereunder not to exceed $50,000,000, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth infollowing terms (each, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. “Accordion Advance”): (i) The Borrower shall have on the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) date of any Accordion Advance (A) an increase in the aggregate amount no Event of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and Default shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, existence and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date)continuing, (B) shall not have no Event of Default would occur as a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity result of any Incremental Term A Loans may be on or after the Term A Loan Maturity DateAccordion Advance, and (C) Borrower shall have an average life executed and delivered a promissory note or notes in substantially the same form as the Notes to maturity evidence the increase set forth herein. Borrower acknowledges and agrees that no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A LoansAccordion Advance is a committed amount hereunder, and no Lender shall have any obligation to advance any Accordion Advance, until such time that such Accordion Advance is approved in writing by Lenders holding Loans in excess of sixty percent (D60%) except for any differences permitted hereby or reasonably satisfactory of the then outstanding Loans. 2.4.2 Borrower shall give the Lenders written notice requesting the Accordion Advance at least five (5) days prior to the Administrative Agentdate upon which the Borrower requests such Accordion Advance be made. The Lenders shall inform Borrower in writing within three (3) days after receiving such notice from the Borrower (the “Request Period”) whether any Lender or Lenders have committed to making such an Accordion Advance, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part any such commitment shall operate to amend the definition of the existing Class of Commitment hereunder to include such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicablecommitment, and, in each caseonce funded, any interest rate “floors” applicable theretoshall operate to amend the definition of Loan hereunder to include the amount of such Accordion Advance. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical Subject to the terms and conditions applicable to of this Agreement, the Revolving Credit Facility (it being understood that Increased Revolving Commitments Accordion Advance shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by available to the Borrower and by depositing the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceedsame, in the aggregate for all such Facility Increasesimmediately available funds, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not into an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed account specified by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the . Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further agrees that the Borrower shall provide the Administrative Agent execute such financial information additional documentation as the Administrative Agent Required Lenders shall reasonably request in order to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify document the Lenders and Accordion Advance, including, but not limited to, a promissory note or notes substantially in the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date form of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility IncreaseNotes.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofi) or Eligible Assignee havingAfter the Closing Date, in its sole discretion, committed the Borrower may deliver to the Administrative Agent a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices Notice to request an increase (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the in a principal amount of the Facility Increase shall not to exceed $250,000,000 (the “Facility Increase Cap”) 50,000,000 in the aggregate for all such requests; provided, however, that (A) no Facility Increases and Increase of the Revolving Credit Facility shall be in increments of not less effective later than $10,000,000 180 Business Days prior to the Scheduled Revolving Credit Termination Date, (or B) no Facility Increase shall be effective earlier than 10 Business Days after the remaining amount delivery of the Facility Increase permitted Notice to the Administrative Agent in respect of such Facility Increase, (C) no more than two (2) Facility Increases shall be made pursuant to this clause (i), if b) and (D) no Facility Increase shall be in an amount less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate20,000,000. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit consent to provide any Facility Increaseincrease in the Commitments, and any such Facility Increase increase may be subject to changes in any term herein. ; provided, that, subject to the terms of Section 3.3(d), if any portion of the Facility Increase is not subscribed for by the Lenders, the Borrower may, with the consent of the Administrative Agent as to any bank or financial institution that is not at such time a Lender (iiwhich consent shall not be unreasonably withheld or delayed) The Borrower may invite Persons that are not currently Lenders (offer to any existing Lender or Affiliates of Lenders) to one or more additional banks or financial institutions the opportunity to provide all or a portion of such unsubscribed portion of the Facility Increase; provided that . (ii) The Administrative Agent shall promptly notify each Revolving Lender providing Increased Revolving Commitments shall be reasonably of the proposed Facility Increase and of the proposed terms and conditions therefor agreed between the Borrower and the Administrative Agent. Each such Lender (and each of their Affiliates and Approved Funds) may, in its sole discretion, commit to participate in such Facility Increase by forwarding its commitment to the Administrative Agent therefor in form and substance satisfactory to the Administrative Agent. (iii) . The Incremental Term Loans (A) Administrative Agent shall rank pari passu allocate, in right of payment with its sole discretion but in amounts not to exceed for each such Lender the other Term Loans (including any Incremental Term Loans outstanding on commitment received from such Lender, Affiliate or Approved Fund for the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstandingFacility, the average life Commitments to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that Facility Increase in the event Facility to the initial yield on Lenders from which it has received such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, commitments to participate in the case of Incremental Term A Loans, more than 0.50% per annum greater than Facility. If the then-applicable yield on the Term A Loans), then the Applicable Margin Administrative Agent does not receive sufficient commitments for such Class of Term Loans shall be increased effective on the Facility Increase Date to from existing Lenders, their Affiliates or Approved Funds, it may obtain commitments in the extent necessary so that the then-applicable yield per annum on amount of any deficiency in such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility)Increase commitments from other Eligible Assignees. (iviii) (Each Facility Increase shall become effective after the satisfaction of the conditions precedent set forth in Section 3.3, on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) . The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) p.m. on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect required to be registered therein because of such Facility Increase. (iv) On the Facility Increase Date for any Facility Increase, each Lender or Eligible Assignee participating in such Facility Increase shall purchase from each existing Revolving Credit Lender having Revolving Loans outstanding on such Facility Increase Date, without recourse or warranty, an undivided interest and participation, to the extent of such Revolving Credit Lender’s Pro Rata Share in the Revolving Credit Facility of the new Revolving Credit Commitments (after giving effect to such Facility Increase), in the aggregate outstanding Revolving Loans, so as to ensure that, on the Facility Increase Date after giving effect to such Facility Increase, each Revolving Credit Lender holds its Pro Rata Share in the Revolving Credit Facility and the Revolving Loans outstanding on such Facility Increase Date.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (Ai) an increase in the aggregate amount Revolving Credit Commitments of any Series with the latest Revolving Credit Facility Termination Date, (ii) the establishment of a new Series of Revolving Credit Commitments under (each of clauses (i) and (ii) a “Revolving Facility Increase”), (iii) the Revolving Credit Facility establishment of a term loan credit facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the an “Incremental Term A Loans”) or additional Term B Loans (Facility” and the “Incremental Term B Loans” and, together with the Incremental Term A Loans, term loans thereunder the “Incremental Term Loans”) or (iv) increase the principal amount of any existing Incremental Term Facility (each of clauses (iii) and (iv); provided, however that a “Term Facility Increase”), which notice shall set forth the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any requested Facility Increase, and any such . Such Facility Increase may be subject to changes in any term herein. effected (iix) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loansa Revolving Facility Increase, (i) by having one or more New Revolving Credit Lenders become Lenders under the Term A Loansapplicable Revolving Credit Facility and/or (ii) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part by having any one or more of the then existing Class of such outstanding Term Loans or a separate Class of Term LoansLenders under the applicable Revolving Credit Facility (at their respective election in their sole discretion); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed been approved by the Borrower, the Administrative Agent and each Issuing Bank (such Affiliate, Approved Fund approvals by the Administrative Agent and each Issuing Bank not to be unreasonably withheld or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule IIdelayed), effective as increase the amount of their existing Revolving Credit Commitments or (y) in the case of a Term Facility Increase, (i) by having one or more Persons that are Eligible Assignees (except that no such Person shall require the approval of any Issuing Bank) become Lenders under an Incremental Term Facility and/or (ii) by having one or more of the then existing Lenders under the applicable Incremental Term Facility (at their respective election in their sole discretion), in each case, that has been approved by the Borrower, increase the amount of their Incremental Term Loans (each such Person, an “Incremental Term Lender”), provided that (i) each Facility Increase shall be in an amount not less than $5,000,000, (ii) after giving effect to the Facility Increase, the Aggregate Facilities Amount shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Revolving Credit Loans and Incremental Term Loans outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period, (v) any Facility Increase shall be pursuant to this Agreement, (vi) if such Facility Increase is to increase (1) the Revolving Credit Commitments of an existing Series of Revolving Credit Facility or (2) the Incremental Term Loans of an existing Incremental Term Facility, the terms and conditions of such Facility Increase (for the avoidance of doubt, not including upfront fees paid in respect of such increased commitments) shall be the same as the terms and conditions applicable to such existing Series or such Incremental Term Facility, as applicable, (vii) if a Facility Increase establishes a new Series of Revolving Credit Facility, (1) such new Series shall mature no earlier than the latest Revolving Credit Facility Termination Date then in effect, (2) no new Series shall have an all-in-yield (taking into account the interest rate, any interest rate “floors” and any upfront fees) greater than any Series of Revolving Credit Facility then in effect and (3) except as permitted by clauses (1) and (2), all other terms and conditions of the new Series shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities and (viii) if a Facility Increase establishes a new Incremental Term Facility, all terms and conditions (other than amortization, maturity and pricing (including any upfront fees)) of the new Incremental Term Facility shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities and each of the Incremental Term Lenders shall have the same rights and obligations hereunder as a Revolving Credit Lender; provided that (A) the Incremental Term Loans shall be funded in full (and any commitments therefor shall be deemed terminated upon such funding in full) on the applicable Increase Date (as defined below), (B) the Borrower shall not have the ability to reborrow any Incremental Term Loans once repaid, (C) the Incremental Term Lenders shall not be required to make any Revolving Credit Ratable Advances and shall not receive Undrawn Fees and (D) the Incremental Term Lenders shall not have any rights or obligations under Article IV and shall not receive Letter of Credit Fees. (b) As a condition to a Facility Increase, (i) (x) in the case of a Revolving Facility Increase, the Borrower and each applicable Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit C hereto and the Administrative Agent shall have accepted and executed the same and (y) in the case of a Term Facility Increase, the Borrower, the Administrative Agent and each applicable Additional Lender shall have executed and delivered an Incremental Facility Agreement; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to the order of such Additional Lender; (iii) the Guarantors shall have consented in writing to the Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1(ix), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of each Facility Increase and shall promptly provide copies of each Commitment and Acceptance and each Incremental Facility Agreement to all of the Lenders. (c) Upon the effective date of any Revolving Facility Increase pursuant to the provisions hereof (the “Increase Date”), which Increase Date shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, (A) such Additional Lender under the applicable Revolving Credit Facility shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments Revolving Credit Lenders party to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed immediately prior to the Administrative Agent Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such that each Revolving Credit Lender (including each Additional Lender under such Revolving Credit Facility) holds a participation interest in each such Letter of Credit in the Lenders amount of its then Total Revolving Credit Ratable Share thereof; and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There each Additional Lender under the applicable Revolving Credit Facility shall make its Total Revolving Credit Ratable Share of all Revolving Credit Ratable Advances made on or after such Increase Date and shall otherwise have been paid to the Administrative Agent, for the account all of the Administrative Agent rights and the Lenders participating in obligations of a Revolving Credit Lender hereunder on and after such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (Cd) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent After the Increase Date, Administrative Agent shall promptly provide to Each Loan and Letter of Credit) shall have been satisfied both before and each Lender a new Schedule 1 to this Agreement. In the event that there are any Revolving Credit Ratable Loans outstanding after giving effect to such Facility Increase and (2) such Facility Increase shall be made on an increase in the terms and conditions set forth in Aggregate Revolving Credit Commitment pursuant to this Section 2.1(c). (D) On 2.18, upon notice from Administrative Agent to each Lender in the date case of any a Revolving Facility Increase, the Leverage Ratio (determined amount of such Revolving Credit Ratable Loans owing to each Lender shall be appropriately adjusted to reflect the new Revolving Credit Commitments of each Series and the new Total Revolving Credit Ratable Shares of Lenders of each such Series, it being intended that all Revolving Credit Ratable Loans be shared pro rata across all Revolving Credit Facilities and within each Revolving Credit Facility. If, as a result of any such adjustment to the amount of Revolving Credit Ratable Loans owing to any Lender, any payment of all or a portion of any Term SOFR Loan owing to any such Lender occurs on a day which is not the last day of the end applicable Interest Period, Borrower shall pay to Administrative Agent for the benefit of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to affected Lenders any incurrence of any Indebtedness (including under the Facilities) since the end of loss or cost incurred by such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period Lenders resulting therefrom in accordance with Permitted Pro Forma Adjustments Section 3.6. (including any acquisitions e) Nothing contained herein shall constitute, or otherwise be deemed to be funded with borrowings under such Facility Increase); provided thatbe, in a commitment or agreement on the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount part of any Increased Lender to increase any Revolving Commitments are fully drawn Credit Commitment hereunder or to provide any Incremental Term Loans at such any time and; provided, further that or a commitment or agreement on the part of the Borrower shall provide or the Administrative Agent such financial information as to give or grant any Lender the Administrative Agent shall reasonably request right to demonstrate compliance with this clause (D)increase any Revolving Credit Commitment hereunder or provide any Incremental Term Loans at any time. (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, i) an increase in the Revolving Credit Commitments of any Series with the latest Revolving Credit Facility Termination Date or (ii) the establishment of a new Series of Revolving Credit Commitments (each of clauses (i) and (ii) a “Facility Increase”) (A) an increase in ), which notice shall set forth the aggregate amount of such requested Facility Increase. Such Facility Increase may be effected (i) by having one or more New Lenders become Lenders under the Revolving Credit Commitments Facility and/or (ii) by having any one or more of the then-existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”at their respective election in their sole discretion); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed have been approved by the Borrower and the Administrative Agent (eachsuch approval by the Administrative Agent not to be unreasonably withheld or delayed), increase the amount of their existing Commitments, provided that (i) each Facility Increase shall be in an amount not less than $5,000,000, (ii) after giving effect to the Facility Increase, the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period, (v) any Facility Increase shall be pursuant to this Agreement, (vi) if such Facility Increase is to increase the Commitments of an existing Series of Revolving Credit Facility, the terms and conditions of any such Facility Increase (for the avoidance of doubt, not including upfront fees paid in respect of such increased commitments) shall be the same as the terms and conditions applicable to such existing Series, and (vii) if a Facility Increase establishes a new Series of Revolving Credit Facility, (1) such new Series shall mature no earlier than the latest Termination Date then in effect, (2) no new Series shall have an all-in-yield (taking into account the interest rate, any interest rate “floors” and any upfront fees) greater than any Series of Revolving Credit Facility then in effect and (3) except as permitted by clauses (1) and (2), all other terms and conditions of the new Series shall be the same as the terms and conditions of each existing Series of Revolving Credit Facilities; provided that if there is more than one Termination Date at the time of effectiveness of a Facility Increase, the Termination Date for the Facility Increase shall be the latest Termination Date. (b) As a condition to a Facility Increase, (i) the Borrower and each applicable Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit C hereto and the Administrative Agent shall have accepted and executed the same; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to the order of such Additional Lender; (iii) the Guarantors shall have consented in writing to the Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1(ix), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of each Facility Increase and shall promptly provide copies of each Commitment and Acceptance to all of the Lenders. (c) Upon the effective date of any Facility Increase pursuant to the provisions hereof (the “Increase Date”), which Increase Date shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or mutually agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed upon by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower each applicable Additional Lender and the Administrative Agent, (A) such Additional Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments Lenders party to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed immediately prior to the Administrative Agent Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such that each Lender (including each Additional Lender) holds a participation interest in each such Letter of Credit in the Lenders amount of its then Ratable Share thereof; and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There each Additional Lender shall make its Ratable Share of all Advances made on or after such Increase Date and shall otherwise have been paid to the Administrative Agent, for the account all of the Administrative Agent rights and the Lenders participating in obligations of a Lender hereunder on and after such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (Cd) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent After the Increase Date, the Administrative Agent shall promptly provide to Each Loan and Letter of Credit) shall have been satisfied both before and each Lender a new Schedule 1 to this Agreement. In the event that there are any Loans outstanding after giving effect to an increase in the Aggregate Commitment pursuant to this Section 2.18, upon notice from Administrative Agent to each Lender, the amount of such Facility Increase and (2) such Facility Increase Loans owing to each Lender shall be made appropriately adjusted to reflect the new Commitments of each Series and the new Ratable Shares of Lenders of each such Series, it being intended that all Loans be shared pro rata across all Revolving Credit Facilities and within each Revolving Credit Facility. If, as a result of any such adjustment to the amount of Loans owing to any Lender, any payment of all or a portion of any Term SOFR Loan owing to any such Lender occurs on a day which is not the terms and conditions set forth last day of the applicable Interest Period, Borrower shall pay to Administrative Agent for the benefit of the affected Lenders any loss or cost incurred by such Lenders resulting therefrom in this accordance with Section 2.1(c)3.6. (De) On Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the date part of any Facility Increase, Lender to increase its Commitment hereunder at any time or a commitment or agreement on the Leverage Ratio (determined as part of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions Borrower or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as to give or grant any Lender the Administrative Agent shall reasonably request right to demonstrate compliance with this clause (D)increase its Commitment hereunder at any time. (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after request an increase in the Restatement Date, one or more Facility Increase Notices to request Aggregate Commitment (each, a “Facility Increase”) (A) an increase in ), which notice shall set forth the aggregate amount of such requested Facility Increase. Such Facility Increase may be effected (i) by having one or more New Lenders become Lenders under the Revolving Credit Commitments Facility and/or (ii) by having any one or more of the then-existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”at their respective election in their sole discretion); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory that have been approved by the Borrower and the Administrative Agent (such approval by the Administrative Agent not to be unreasonably withheld or delayed), increase the amount of their existing Commitments, provided that (i) each Facility Increase shall be in an amount not less than $5,000,000, (ii) after giving effect to the Administrative AgentFacility Increase, the Aggregate Commitment shall not exceed the Aggregate Credit Facility Limit, (iii) no Unmatured Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Loans outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period, (v) any Facility Increase shall be pursuant to this Agreement, and (vi) the terms and conditions applicable to of any Facility Increase (for the Increased Revolving Commitments (avoidance of doubt, not including the Applicable Marginupfront fees paid in respect of such increased commitments) shall be substantially identical to the same as the terms and conditions applicable to the Revolving Credit Facility; provided that if there is more than one Termination Date at the time of effectiveness of a Facility (it being understood that Increased Revolving Commitments Increase, the Termination Date for the Facility Increase shall be made as part of the existing Revolving Credit Facility)latest Termination Date. (ivb) As a condition to a Facility Increase, (Each Facility Increase shall become effective on a date agreed by i) the Borrower and each applicable Additional Lender shall have executed and delivered a commitment and acceptance (the “Commitment and Acceptance”) substantially in the form of Exhibit C hereto and the Administrative Agent shall have accepted and executed the same; (eachii) if requested by an Additional Lender, a the Borrower shall have executed and delivered to the Administrative Agent the applicable Note payable to the order of such Additional Lender; (iii) the Guarantors shall have consented in writing to the Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1(ix), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be reasonably acceptable to the Administrative Agent. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of each Facility Increase and shall promptly provide copies of each Commitment and Acceptance to all of the Lenders. (c) Upon the effective date of any Facility Increase pursuant to the provisions hereof (the “Facility Increase Date”), which Increase Date shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or mutually agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed upon by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower each applicable Additional Lender and the Administrative Agent, (A) such Additional Lender shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments Lenders party to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed immediately prior to the Administrative Agent Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such that each Lender (including each Additional Lender) holds a participation interest in each such Letter of Credit in the Lenders amount of its then Ratable Share thereof; and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There each Additional Lender shall make its Ratable Share of all Advances made on or after such Increase Date and shall otherwise have been paid to the Administrative Agent, for the account all of the Administrative Agent rights and the Lenders participating in obligations of a Lender hereunder on and after such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (Cd) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent After the Increase Date, the Administrative Agent shall promptly provide to Each Loan and Letter of Credit) shall have been satisfied both before and each Lender a new Schedule 1 to this Agreement. In the event that there are any Loans outstanding after giving effect to an increase in the Aggregate Commitment pursuant to this Section 2.18, upon notice from Administrative Agent to each Lender, the amount of such Facility Increase and (2) such Facility Increase Loans owing to each Lender shall be made appropriately adjusted to reflect the new Commitments and the new Ratable Shares, it being intended that all Loans be held ratably in accordance with the Ratable Shares. If, as a result of any such adjustment to the amount of Loans owing to any Lender, any payment of all or a portion of any Term SOFR Loan owing to any such Lender occurs on a day which is not the terms and conditions set forth last day of the applicable Interest Period, Borrower shall pay to Administrative Agent for the benefit of the affected Lenders any loss or cost incurred by such Lenders resulting therefrom in this accordance with Section 2.1(c)3.6. (De) On Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the date part of any Facility Increase, Lender to increase its Commitment hereunder at any time or a commitment or agreement on the Leverage Ratio (determined as part of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions Borrower or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as to give or grant any Lender the Administrative Agent shall reasonably request right to demonstrate compliance with this clause (D)increase its Commitment hereunder at any time. (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender The Borrowers may, from time to time, request an increase in the Total Commitment by an aggregate amount of up to $75,000,000 (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of each such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (eachincrease, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the . Each Facility Increase shall be made on notice given by the Borrowers’ Agent to the Administrative Agent not exceed $250,000,000 later than 1:00 p.m., (Central time), ten (10) Business Days prior to the date of the proposed Facility Increase. Each such notice (a “Notice of Facility Increase”) shall be in a form reasonably satisfactory to the Administrative Agent and shall specify (i) the date of such proposed Facility Increase (the “Facility Increase CapEffective Date”), (ii) in the aggregate for all amount of such proposed Facility Increases and Increase, which shall be in increments of an amount not less than $10,000,000 or in an integral multiple of $5,000,000 in excess thereof (the “Facility Increase Amount”), (iii) the portion of such Facility Increase that shall be allocated to increase the Fixed Asset Sublimit (which shall not be greater than 33.33% of any such Facility Increase), (iv) that, at the time of and after giving effect to such Facility Increase, the Borrowers shall be in compliance with the financial covenant set forth in Section 6.13, and (v) that no Default or Event of Default has occurred and is continuing, or will result from such Facility Increase. The Administrative Agent shall give to each Lender prompt notice of the remaining amount Administrative Agent’s receipt of a Notice of Facility Increase and shall offer such facility to such Lenders, other financial institutions or other Persons engaged in making, purchasing, holding or investing in bank loans or similar extensions of credit in the ordinary course of business as the Administrative Agent may determine in consultation with the Borrowers’ Agent (the “Offerees”). Each Offeree shall have until the second Business Day preceding the Facility Increase permitted pursuant Effective Date to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 commit in the aggregate. Nothing in this Agreement shall be construed writing to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided . In the event that the Offerees deliver commitments with respect to such Facility Increase in an amount in excess of the Facility Increase Amount, then the Administrative Agent shall allocate the Facility Increase to the Offerees committing to the Facility Increase on any basis the Administrative Agent determines is appropriate in consultation with the Borrowers’ Agent. On the Facility Increase Effective Date, (A) each Revolving Person committing to a portion of such Facility Increase that is not a Lender providing Increased Revolving Commitments shall be reasonably execute an assumption agreement satisfactory to the Administrative Agent. (iiiAgent and satisfying the requirements of Section 9.04(b)(i)(C) The Incremental Term Loans (A) shall rank pari passu in right pursuant to which such Person agrees to be bound by the terms of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date)this Agreement as a Lender, (B) the Total Commitment will be increased by the Facility Increase Amount, (C) the Commitment of each Lender (including any Person executing an assumption agreement under clause (A) of this sentence) will be increased in accordance with the allocations determined by the Administrative Agent, and (D) each Lender (including any Person executing an assumption agreement under clause (A) of this sentence), after giving effect to such Facility Increase, shall not have a final maturity earlier purchase or sell the Loans and Letter of Credit Exposure held by it from or to the other Lenders, as directed by the Administrative Agent, such that, after giving effect to such purchases and sales, each Lender holds its Commitment Percentage of the outstanding Loans and Letter of Credit Exposure. In the event the commitments of the Offerees in respect of such Facility Increase are less than the latest final maturity date applicable Facility Increase Amount, neither the Lenders nor the Administrative Agent shall have any obligation to any Term Loans then outstandingcommit to the uncommitted portion of such Facility Increase, and the Borrowers may elect either to reduce the Facility Increase Amount accordingly or to terminate their request for a Facility Increase; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior use its commercially reasonable efforts to the Facility Increase Date for identify, and make offers to, such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written additional Offerees as necessary until it shall receive commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between Amount. Notwithstanding the Borrower and the Administrative Agent but in any case not to exceedforegoing, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the no Facility Increase Date and executed by shall be effected unless the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 4.02 (Conditions Precedent to Each Loan and Letter of Creditother than clauses (a) shall have been satisfied both before and after giving effect to such Facility Increase and (2f) such Facility Increase shall be made thereof) are satisfied on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of Effective Date. This Section 2.22 shall supersede any provisions in Section 9.02 to the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increasecontrary.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofa) or Eligible Assignee having, in its sole discretion, committed The Company may request from time to a Facility Increase shall agree as part of such commitment that, on time after the Facility Increase Effective Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request increases in the Term Loan Commitments or additional tranches of term loans (each, each a “Facility Term Loan Increase”), (ii) the addition of a revolving credit facility (Athe “Revolving Credit Facility”) an increase and one or more increases in the aggregate amount of Revolving Credit Commitments commitments under the such Revolving Credit Facility (the each a “Increased Revolving CommitmentsCredit Increase”) and/or and (Biii) additional Term A Loans the addition of a letter of credit facility (the “Incremental Term A LoansLetter of Credit Facility”) and one or additional Term B Loans more increases in the commitments under such Letter of Credit Facility (the each a “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount Letter of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase CapCredit Increase”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to under this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingAgreement; provided, however, that (A) the final maturity aggregate principal amount of all such Facility Increases shall not exceed (1) $300,000,000 plus (2) in the event (x) all obligations and commitments under the Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined under the Multi-Currency Credit Agreement) (which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are secured by a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments under the Multi-Currency Credit Agreement prior to the “Full Satisfaction” (as defined under the Multi-Currency Credit Agreement) of such obligations and commitments, $200,000,000 and (B) each such Facility Increase (together with any Incremental Term A Loans may be other such Facility Increase being effected on or after the Term A Loan Maturity Date, (Csame date) shall have be in an average life to maturity no shorter amount not less than the longest remaining average life to maturity $25,000,000 and integral multiples of any Term Loans then outstanding$5,000,000 in excess thereof; provided, however, that if any Term A Loans are outstandingthat, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth any loans and commitments thereunder (and any Permitted Acquisition consummated in this clause (iv). (A) The Administrative Agent shall have received on or connection therewith, whether prior to the Facility Increase Date for or concurrently with such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule IIIncrease), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions last day of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments fiscal period with respect to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall which financial statements have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be recently delivered pursuant to Section 6.1(c) (Financial Statements))10.1, the Company shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect compliance with Section 11.1 and shall have delivered to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D)such pro forma compliance. (Eb) Nothing in this Agreement shall be construed to obligate the Administrative Agent or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent may receive commitments for any Facility Increase from Eligible Assignees (including those that are not existing Lenders). Each Facility Increase shall become effective on a date agreed by the Company and the Administrative Agent (each a “Facility Increase Date”); provided, however, that the conditions precedent set forth in Section 9.2 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or prior to each such Facility Increase Date. The Administrative Agent shall notify the Lenders and the BorrowerCompany, on or before 1:00 P.M. p.m. (New York City time) on the first Business Day following the a Facility Increase Date Date, of the effectiveness of the a Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase. (c) The loans and commitments extended pursuant to any Facility Increase (i) shall rank pari passu in right of payment and in respect of the Collateral with all other Loans and Commitments hereunder, (ii) in the case of any additional term loans under any Term Loan Increase, (A) the weighted average life to maturity of any additional term loans shall not be shorter than the remaining average life to maturity of the Term Loans prior to giving effect to such Term Loan Increase, (B) the final maturity date of any additional term loans shall not be earlier than the Term Loan Maturity Date and (C) the Weighted Average Yield applicable to any additional term loans under any Term Loan Increase shall not exceed the lowest Weighted Average Yield applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase by more than 0.25% per annum; provided, however, that, to permit the Company to effect such Term Loan Increase in accordance with this clause (C), the Company and the Administrative Agent may agree to increase the interest rate or margin applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase and (iii) in the case of any Revolving Credit Increase or Letter of Credit Increase, the scheduled termination date of the Revolving Credit Facility or the Letter of Credit Facility shall not be earlier than the Stated Multi-Currency Termination Date (as defined in the Multi-Currency Credit Agreement). Each Facility Increase, except for any differences permitted hereby or reasonably deemed appropriate by the Administrative Agent to implement a new tranche or a new facility, as applicable, shall have the same terms and conditions as the Term Loans (it being understood that any Revolving Credit Increase or Letter of Credit Increase may have pricing and yield based upon the prevailing market conditions at the time of such Revolving Credit Increase or Letter of Credit, as applicable).

Facility Increase. Each Lender (a) If the Borrower wishes to increase the Facility at any time, and no Default or Affiliate or Approved Fund thereofEvent of Default has occurred and is then continuing, the Borrower shall notify the Administrative Agent in writing of the amount (the “Offered Increase Amount”) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for proposed increase (such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (eachnotice, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term LoansIncrease Notice”); provided, however that and the amount Administrative Agent shall notify each Lender of such proposed increase and provide such additional information regarding such proposed increase as any Lender may reasonably request. The Borrower may, at its election, (i) offer one or more of the Facility Increase shall not exceed $250,000,000 (Lenders the “Facility Increase Cap”) opportunity to participate in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory Offered Increase Amount and/or (ii) offer one or more additional banks, financial institutions or other entities the opportunity to participate in all or a portion of the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Offered Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingAmount; provided, howeverthat any Lender or bank, financial institution or other entity that is offered the final maturity opportunity to participate in all or any portion of the Offered Increase Amount shall be consented to in writing by the Administrative Agent to the extent the Administrative Agent would have a right under this Agreement to consent to an assignment of all or any portion of any Incremental Term A Lender’s Loans may be on to such Lender or after bank, financial institution or other entity. Each Facility Increase Notice shall specify which Lenders and/or banks, financial institutions or other entities the Term A Loan Maturity DateBorrower desires to participate in such Offered Increase Amount. The Borrower or, (C) shall have an average life to maturity no shorter than if requested by the longest remaining average life to maturity of any Term Loans then outstanding; providedBorrower, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, will notify such Lenders and/or banks, financial institutions or other entities of such offer. (b) If the Facility is increased in accordance with this Section 2.16, the Administrative Agent and the Borrower shall have determine the effective date (each an “Increase Effective Date”) and the final allocation of such increase among the Lenders (including for this purpose, any Eligible Assignees that provides a portion of such increase) selected by the Borrower to participate in the Offered Increase Amount. Any increase in the Facility pursuant to this Section 2.16 shall be in the form of one or more additional term loans made to the Borrower (any such term loan being referred to herein as an “Incremental Term Loan”). (c) Any Eligible Assignee which the Borrower selects to offer participation in the Offered Increase Amount and which elects to become a party to this Agreement and provide a portion of the Offered Increase Amount in an amount so offered and accepted by it pursuant to Section 2.16(b)(ii) shall execute a New Lender Supplement with the Borrower and the Administrative Agent, substantially in the form of Exhibit E (a “New Lender Supplement”), whereupon such bank, financial institution or other Person (herein called a “New Lender”) shall become a Lender for all purposes and to the same terms extent as if originally a party hereto and conditions as shall be bound by and entitled to the Term B Loans (or, in benefits of this Agreement; provided that the case of Incremental Term A LoansLoan of any such New Lender shall be in an amount not less than $5,000,000. The Borrower shall provide a Note to any New Lender, if requested. (d) Any Lender which accepts an offer to it by the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part Borrower to provide a portion of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Offered Increase Date Amount pursuant to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (DSection 2.16(b)(i) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, andshall, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility execute a Loan Increase shall become effective on a date agreed by Supplement with the Borrower and the Administrative Agent Agent, substantially in the form of Exhibit F (each, a “Facility Loan Increase DateSupplement”), which whereupon such Lender shall be in any case not earlier than 10 days after bound by and entitled to the delivery benefits of this Agreement with respect to the full amount of its Loans as so increased. (e) On each Increase Effective Date, (i) the Administrative Agent shall notify the Lenders of the Facility increase, the Incremental Term Loans to be made on such Increase Notice Effective Date and the Applicable Percentage of each Lender after giving effect thereto and (ii) subject to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause Agreement, each Lender (iv)including each New Lender) participating in such Facility increase shall make an Incremental Term Loan to the Borrower equal to its allocated portion of the applicable Offered Increase Amount. (Af) The Administrative Agent shall have received on or prior Notwithstanding anything to the Facility contrary in this Section 2.16, (i) each Offered Increase Date for Amount shall be in a minimum amount of $35,000,000 or such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or other amount agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, (ii) in no event shall any transaction effected pursuant to this Section 2.16 cause the extent necessary Facility to implement terms exceed $500,000,000 and conditions (iii) no Lender shall have any obligation to provide any portion of the Facility Offered Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments Amount unless it agrees to this Agreement and the other documents to be executed do so in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c)sole discretion. (Bg) There This Section 2.16 shall have been paid supersede any provisions in Section 10.9 to the contrary. (h) The Borrower shall pay such fees to the Administrative Agent, for its own account and for the account benefit of the Administrative Agent and Lenders providing a portion of the Lenders participating in such Facility Offered Increase on such Facility Increase DateAmount, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before are agreed mutually at the Facility time such Offered Increase DateAmount is established. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request an increase (each, a “Facility Increase”) (A) an increase in the aggregate Aggregate Revolving Credit Commitment (within the limitations herein provided), which notice shall set forth the amount of such requested Facility Increase. The Aggregate Revolving Credit Commitments Commitment may be so increased either by having one or more New Revolving Credit Lenders become Lenders under the Revolving Credit Facility and/or by having any one or more of the then existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”at their respective election in their sole discretion) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed been approved by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as each of the Facility Increase Date and executed Arrangers (such approvals by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and each of the Lenders and Arrangers not to be unreasonably withheld or delayed), increase the amount of their Revolving Credit Commitments, provided that (i) each Facility Increase shall be in form and substance and from counsel reasonably satisfactory an amount not less than $5,000,000, (ii) after giving effect to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate the Aggregate Revolving Credit Facility Commitment shall not exceed the Aggregate Revolving Credit Facility Limit, (iii) no Unmatured Event of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid Default or Default exists or would exist after giving effect to the Administrative AgentFacility Increase, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, (iv) all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent financial covenants set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been 7.28 would be satisfied both before and on a pro forma basis for the most recent determination period, after giving effect to such Facility Increase as if it occurred on the last day of such determination period (and assuming such Facility Increase is fully borrowed) and (2v) such any Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c)pursuant to the documentation applicable to the Revolving Credit Facility. (Db) On the date of any As a condition to a Facility Increase, (i) the Leverage Ratio Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (determined as the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto and the end of Administrative Agent shall have accepted and executed the most recent period for which Financial Statements were required same; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the Administrative Agent the applicable covenant level set forth Note payable to such Additional Lender (or its registered assigns); (iii) the Guarantors shall have consented in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect writing to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (2iv) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower and each Additional Lender shall provide the Administrative Agent otherwise have executed and delivered such financial information other instruments and documents as the Administrative Agent shall have reasonably request requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to demonstrate compliance the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1 (viii), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with this clause such Facility Increase). The form and substance of the documents required under clauses (D). i) through (Ev) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall notify promptly provide written notice to all of the Lenders and hereunder of the Facility Increase. (c) Upon the effective date of any Facility Increase pursuant to the provisions hereof (the “Increase Date”), which Increase Date shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) on such Increase Date, the Borrower shall repay all outstanding Floating Rate Advances under the Revolving Credit Facility and reborrow a Floating Rate Advance in a like amount from the Revolving Credit Lenders (including each Additional Lender under the Revolving Credit Facility); (B) except as provided in clause (C), such Additional Lender under the Revolving Credit Facility shall not participate in any then outstanding Eurodollar Ratable Advances under the Revolving Credit Facility; (C) if the Borrower shall at any time on or before 1:00 P.M. (New York City time) after such Increase Date convert or continue any Eurodollar Ratable Advance that was outstanding under the Revolving Credit Facility on such Increase Date, the Borrower shall be deemed to repay such Eurodollar Ratable Advance on the Business Day date of the conversion or continuation thereof and then to reborrow as a Revolving Credit Ratable Advance a like amount on such date so that the Additional Lender under the Revolving Credit Facility shall make a Revolving Credit Ratable Loan on such date; and (D) such Additional Lender under the Revolving Credit Facility shall make its Revolving Credit Ratable Share of all Revolving Credit Ratable Advances made on or after such Increase Date (including those referred to in clauses (A) and (C) above) and shall otherwise have all of the rights and obligations of a Revolving Credit Lender hereunder on and after such Increase Date. Notwithstanding the foregoing, upon the occurrence of a Default prior to the date on which such Additional Lender is holding Eurodollar Ratable Loans under the Revolving Credit Facility equal to its Revolving Credit Ratable Share of all Eurodollar Ratable Advances under the Revolving Credit Facility, such Additional Lender shall, upon notice from the Administrative Agent, on or after the date on which the Obligations are accelerated or become due following such Default, pay to the Administrative Agent (for the account of the other Revolving Credit Lenders, to which the Administrative Agent shall pay their Revolving Credit Ratable Shares thereof upon receipt) a sum equal to such Additional Lender’s Revolving Credit Ratable Share of each Eurodollar Ratable Advance then outstanding under the Revolving Credit Facility with respect to which such Additional Lender does not then hold a Eurodollar Ratable Loan equal to its Revolving Credit Ratable Share thereof; such payment by such Additional Lender shall constitute an ABR Loan hereunder. (d) Solely for purposes of clause (i) of the definition of “Required Lenders”, until such time as an Additional Lender under the Revolving Credit Facility holds Revolving Credit Ratable Loans equaling its Revolving Credit Ratable Share of all outstanding Revolving Credit Ratable Advances, the amount of such Additional Lender’s new Revolving Credit Commitment or the increased amount of its Revolving Credit Commitment (as applicable) shall be excluded from the amount of the Revolving Credit Commitments and there shall be included in lieu thereof at any time an amount equal to the outstanding Revolving Credit Ratable Loans held by such Additional Lender with respect to its new Revolving Credit Commitment or the increased amount of its Revolving Credit Commitment. (e) For the avoidance of doubt, any Facility Increase Date pursuant to the provisions of this Section 2.18 shall not require the consent of any Lender other than the applicable Additional Lenders. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Revolving Credit Commitment hereunder at any time or a commitment or agreement on the part of the effectiveness of Borrower or the Facility Increase and shall record in Administrative Agent to give or grant any Lender the Register all applicable additional information in respect of such Facility Increaseright to increase its Revolving Credit Commitment hereunder at any time.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingThe Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to the sum of (x) $150,000,000 and (y) the aggregate amount of the Revolving Credit Commitments of the Rejecting Lenders that have been terminated on their Scheduled Termination Date (the "FACILITY INCREASE"); PROVIDED, HOWEVER, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 10 Business Days' notice of its sole discretion, committed intention to effect a Facility Increase shall agree as part and the desired amount of such commitment that, on the Facility Increase Date for such Facility Increase, on (ii) at the terms time of and subject after giving effect to such increase, the conditions set forth in, or as otherwise agreed to Borrower is in connection with, its commitment therefor or as PRO FORMA compliance with the financial covenants set forth in any amendment to this Agreement in connection with such Facility Increase ARTICLE V hereof, (subject in each case to clause iii) no Default or Event of Default has occurred and is continuing or would result therefrom, and (iv) below), the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) date. The Borrower shall have the right to send offer such increase to (x) the Administrative Agentexisting Lenders, after and each existing Lender will have the Restatement Dateright, one or more Facility Increase Notices but not the obligation, to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each Issuer in form its respective sole and substance satisfactory to absolute discretion; PROVIDED, HOWEVER, that the Administrative Agent: (1) written commitments duly executed by existing Lenders (minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or their Affiliates or Approved Funds) exceeds $5,000,000, and such Lender or Eligible Assignees Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or by other Persons that become Lenders in an aggregate amount equal to the amount a portion of the proposed such Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each such a "FACILITY INCREASE EFFECTIVE DATE"), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of on the Facility Increase Date Effective Date. In the event there are Lenders and executed by the Borrower and the Administrative Agent, Eligible Assignees that have committed to the extent necessary to implement terms and conditions a Facility Increase in excess of the Facility Increase maximum amount requested (including interest rates, fees and scheduled repayment dates and maturityor permitted), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as then the Administrative Agent shall reasonably request have the right to demonstrate compliance with this clause (D). (E) The allocate such commitments, first to Lenders and then to Eligible Assignees, on whatever basis the Administrative Agent shall notify the Lenders and determines is appropriate in consultation with the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofa) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject Subject to the conditions set forth inprovisions of this Section 2.12, or as otherwise agreed Borrower may, at any time and from time to in connection withtime, its commitment therefor or as set forth in any amendment by notice to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after increase the Restatement Date, one or more Facility Increase Notices to request Aggregate Commitment (eacheach such increase, a “Facility Increase”) subject to the following terms and conditions: (i) each Facility Increase shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000; (ii) the Aggregate Commitment shall not be increased to an amount greater than the lesser of (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Borrowing Base (as such Borrowing Base may be increased as a result of the addition of Properties to the Unencumbered Pool effected at the same time as such Facility Increase) and (B) $200,000,000; (iii) no Facility Increase shall not exceed $250,000,000 be effected at any time following any reduction of the Aggregate Commitment pursuant to Section 2.11; (iv) no Default or Potential Default shall exist at the “time of such Facility Increase; and (v) one or more Additional Lenders shall have agreed to make Additional Commitments in an aggregate amount equal to such Facility Increase Cap”in accordance with paragraph (b) in the aggregate for all such Facility Increases below. The Additional Commitment of any Additional Lender shall (unless otherwise agreed by Borrower and shall Administrative Agent) be in increments an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 5,000,000. (b) Each Facility Increase shall be effected by the execution and delivery of the following documents, all reasonably satisfactory to Administrative Agent: (i) a Facility Increase Supplement executed by Borrower, Administrative Agent and each Additional Lender; (ii) a Note or Notes executed by Borrower evidencing the remaining amount Facility Increase; (iii) the consent of the Guarantors and ratification of their Guaranties; (iv) resolutions, consents and other documents evidencing the requisite approvals of the Facility Increase permitted by the applicable Loan Parties; (v) opinions of counsel (substantially similar to those delivered pursuant to this clause Section 3.1) with respect to the foregoing documents; and (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans vi) such other documents and instruments as Administrative Agent shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term hereinreasonably request. (iic) The Borrower may invite Persons that are not currently Lenders (or Affiliates On the effective date of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which date shall be mutually agreed upon by Borrower, Administrative Agent and each Additional Lender, Borrower shall repay in full all outstanding Loans (together with any case not earlier than 10 days after the delivery Fixed Rate Price Adjustments relating thereto), which repayment may be made in whole or in part from a Revolving Advance made as of the Facility Increase Notice to Date consisting of Revolving Loans made by Lenders (including each Additional Lender) in the Administrative Agent in respect proportion of their respective Commitments (as increased as of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (ivDate). (Ad) The Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Commitment hereunder at any time or a commitment or agreement on the part of Borrower or Administrative Agent shall have received on to give or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as grant any Lender participating in such Facility Increase may require as a condition the right to increase its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c)Commitment hereunder at any time. (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingThe Administrative Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to the sum of (x) $150,000,000 and (y) the aggregate amount of the Revolving Credit Commitments of the Rejecting Lenders that have been terminated on their Scheduled Termination Date (the “Facility Increase”); provided, however, that such increase will only become effective if (i) the Administrative Borrower shall have given the Administrative Agent at least 10 Business Days’ notice of its sole discretion, committed intention to effect a Facility Increase shall agree as part and the desired amount of such commitment that, on the Facility Increase Date for such Facility Increase, on (ii) at the terms time of and subject after giving effect to such increase, the conditions set forth in, or as otherwise agreed to Administrative Borrower is in connection with, its commitment therefor or as pro forma compliance with the financial covenants set forth in any amendment to this Agreement in connection with such Facility Increase Article V hereof, (subject in each case to clause iii) no Default or Event of Default has occurred and is continuing or would result therefrom, and (iv) below), the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) date. The Administrative Borrower shall have the right to send offer such increase to (x) the Administrative Agentexisting Lenders, after and each existing Lender will have the Restatement Dateright, one or more Facility Increase Notices but not the obligation, to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu Agent and each Issuer in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingits respective sole and absolute discretion; provided, however, that the final maturity minimum Revolving Credit Commitment of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made each such new Eligible Assignee accepting a Revolving Credit Commitment as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase equals or exceeds $5,000,000, and on such Lender or after the date Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each such a “Facility Increase Effective Date”), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of on the Facility Increase Date Effective Date. In the event there are Lenders and executed by the Borrower and the Administrative Agent, Eligible Assignees that have committed to the extent necessary to implement terms and conditions a Facility Increase in excess of the Facility Increase maximum amount requested (including interest rates, fees and scheduled repayment dates and maturityor permitted), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as then the Administrative Agent shall reasonably request have the right to demonstrate compliance with this clause (D). (E) The allocate such commitments, first to Lenders and then to Eligible Assignees, on whatever basis the Administrative Agent shall notify determines is appropriate in consultation with the Lenders and the Administrative Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingThe Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to $5,000,000 (the "Facility Increase"); provided, however, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 10 Business Days' notice of its sole discretion, committed intention to effect a Facility Increase shall agree as part and the desired amount of such commitment that, on the Facility Increase Date for such Facility Increase, on (ii) at the terms time of and subject after giving effect to such increase, the conditions set forth in, or as otherwise agreed to Borrower is in connection with, its commitment therefor or as pro forma compliance with the financial covenants set forth in any amendment Article V (Financial Covenants) hereof, (iii) no Default or Event of Default has occurred and is continuing, (iv) at least one Lender agrees to this Agreement participate in connection with such Facility Increase (subject or an Eligible Assignee or Eligible Assignees acceptable to the Arranger in each case its sole and absolute discretion agrees to clause (iv) accept the offer of such increase as provided below), (v) the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such Lenderdate, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars and (vi) an opinion of counsel to the Borrower Loan Parties in an amount not form and substance and from counsel satisfactory to exceed the Administrative Agent and addressed to the Administrative Agent, the Issuers and the Lenders and addressing such commitment matters as any Lender through the Administrative Agent may reasonably request shall be delivered to such Facility Increase. (i) the Administrative Agent. The Borrower shall have the right to send offer such increase to (x) the Administrative Agentexisting Lenders, after and each existing Lender will have the Restatement Dateright, one or more Facility Increase Notices but not the obligation, to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu Arranger in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingits sole and absolute discretion; provided, however, that the final maturity minimum Revolving Credit Commitment of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made each such new Eligible Assignee accepting a Revolving Credit Commitment as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase equals or exceeds $5,000,000, and on such Lender or after the date Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each such a "Facility Increase Effective Date"), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of on the Facility Increase Date Effective Date. In the event there are Lenders and executed by the Borrower and the Administrative Agent, Eligible Assignees that have committed to the extent necessary to implement terms and conditions a Facility Increase in excess of the Facility Increase maximum amount requested (including interest rates, fees and scheduled repayment dates and maturityor permitted), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as then the Administrative Agent shall reasonably request have the right to demonstrate compliance with this clause (D). (E) The allocate such commitments, first to Lenders and then to Eligible Assignees, on whatever basis the Administrative Agent shall notify the Lenders and determines is appropriate in consultation with the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofa) or Eligible Assignee having, in its sole discretion, committed The Company may request from time to a Facility Increase shall agree as part of such commitment that, on time after the Facility Increase Closing Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request increases in the Term Loan Commitments or additional tranches of term loans (each, each a “Facility Term Loan Increase”), (ii) the addition of a revolving credit facility (Athe “Revolving Credit Facility”) an increase and one or more increases in the aggregate amount of Revolving Credit Commitments commitments under the such Revolving Credit Facility (the each a “Increased Revolving CommitmentsCredit Increase”) and/or and (Biii) additional Term A Loans the addition of a letter of credit facility (the “Incremental Term A LoansLetter of Credit Facility”) and one or additional Term B Loans more increases in the commitments under such Letter of Credit Facility (the each a “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount Letter of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase CapCredit Increase”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to under this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingAgreement; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent the aggregate principal amount of all such Facility Increases shall not exceed (1) the greater of (x) $400,000,000 and (y) an amount such that the First Lien Secured Leverage Ratio as of the most recently ended period of four consecutive fiscal quarters with respect to which financial statements have received on been delivered pursuant to Section 9.1(k) or Section 10.1 prior to the Facility Increase Date for such Facility Increase each incurrence of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including calculated on a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agentpro forma basis, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and the application of any proceeds thereof (2) assuming for purposes of such determination the incurrence of the entire committed amount of any Revolving Credit Increase or Letter of Credit Increase and that any increase in cash resulting from such Facility Increase shall be made not reduce Senior Secured Debt) as if such incurrence and application of proceeds had occurred on the terms and conditions set forth in this Section 2.1(c). first day of such four consecutive fiscal quarter period, shall be no greater than 3.50:1.00 (D) On it being understood that if pro forma effect is given to the date entire committed amount of any such additional amount, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause) plus (2) in the event (x) all obligations and commitments under the Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined under the Multi-Currency Credit Agreement) (which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are secured by a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments under the Multi-Currency Credit Agreement prior to the “Full Satisfaction” (as defined under the Multi-Currency Credit Agreement) of such obligations and commitments, $240,000,000 and (B) each such Facility Increase (together with any other such Facility Increase being effected on the same date) shall be in an amount not less than $25,000,000 and integral multiples of $5,000,000 in excess thereof; provided, however, that, after giving effect to each Facility Increase and any loans and commitments thereunder (and any Permitted Acquisition consummated in connection therewith, whether prior to or concurrently with such Facility Increase), the Leverage Ratio (determined as of the end last day of the fiscal period with respect to which financial statements have been most recent period for which Financial Statements were required to be recently delivered pursuant to Section 6.1(c9.1(k) (Financial Statements))or Section 10.1, the Company shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect compliance with Section 11.1 and shall have delivered to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D)such pro forma compliance. (Eb) Nothing in this Agreement shall be construed to obligate the Administrative Agent or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent may receive commitments for any Facility Increase from Eligible Assignees (including those that are not existing Lenders). Each Facility Increase shall notify become effective on a date proposed by the Lenders and Company in accordance with Section 2.6(d) (each a “Facility Increase Date”); provided, however, that the Borrower, conditions precedent set forth in Section 9.2 shall have been satisfied on or before 1:00 P.M. (New York City time) on the Business Day following the prior to each such Facility Increase Date of the effectiveness of the Facility Increase and Date. The Administrative Agent shall record in the Register all applicable additional information in respect of such Facility Increase promptly upon its effectiveness and shall notify the Lenders and the Company, on or before 1:00 p.m. (New York City time) on the first Business Day following a Facility Increase Date, of the effectiveness of a Facility Increase. (c) The loans and commitments extended pursuant to any Facility Increase (i) shall rank pari passu in right of payment and in respect of the Collateral with all other Loans and commitments hereunder, (ii) in the case of any additional term loans under any Term Loan Increase, (A) the weighted average life to maturity of any additional term loans shall not be shorter than the remaining average life to maturity of the Term Loans prior to giving effect to such Term Loan Increase, (B) the final maturity date of any additional term loans shall not be earlier than the Term Loan Maturity Date and (C) during the eighteen (18) month period following the Closing Date, to the extent that the All-in-Yield applicable to any additional term loans under any Term Loan Increase exceeds the lowest All-in-Yield applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase by more than 0.50% per annum, then the interest rate or margin applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase for such existing term loans shall be increased to the extent necessary so that the All-in-Yield of such existing term loans is equal to the All-in-Yield of the additional term loans under such Term Loan Increase, minus 0.50% per annum; and (iii) in the case of any Revolving Credit Increase or Letter of Credit Increase, the scheduled termination date of the Revolving Credit Facility or the Letter of Credit Facility shall not be earlier than the Stated Multi-Currency Termination Date (as defined in the Multi-Currency Credit Agreement). Each Facility Increase, except for any differences permitted hereby or reasonably deemed appropriate by the Administrative Agent to implement a new tranche or a new facility, as applicable, shall have the same terms and conditions as the Term Loans (it being understood that any Revolving Credit Increase or Letter of Credit Increase may have pricing and yield based upon the prevailing market conditions at the time of such Revolving Credit Increase or Letter of Credit, as applicable). (d) In connection with any Facility Increase, the Company shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably, to accomplish the purposes of this Section 2.6.

Facility Increase. Borrower may, prior to the Maturity Date, request an increase in the Aggregate Commitments up to an aggregate principal amount of $75,000,000 (the “Facility Increase”) and may request that consenting Lenders (“Increasing Lenders”) make additional Loans up to the aggregate amount of such increased Aggregate Commitment; provided, that no Lender shall be obligated to increase its Commitment. Borrowers may make a written request for such Facility Increase to Administrative Agent, who shall forward a copy of any such request to the Lender, which request shall specify a proposed effective date for the Facility Increase and the aggregate amount of such increased Aggregate Commitment and shall constitute an invitation to each Lender to increase its Commitment under this Agreement consistent with the requested Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingLender, acting in its sole discretion, committed discretion and with no obligation to a increase its Commitment under the Facility Increase shall agree as part by written notice advise Borrower and Administrative Agent whether or not such Lender agrees to all or any portion of such commitment thatFacility Increase. If any such Lender shall not have responded affirmatively within ten (10) Business Days, on such Lender shall be deemed to have rejected in full Borrower’s request for an increase in such Lender’s Commitment. With respect to the Facility Increase Date for and the funding of additional Loans, (a) each Increasing Lender, Administrative Agent and Borrower shall have executed and delivered an amendment to this Agreement, in form and substance satisfactory to each Increasing Lender and Administrative Agent, (b) Borrower shall have provided such additions to the Collateral as may be required in connection with the Facility Increase, on the terms (c) all fees and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement other amounts payable by Borrower in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date)been paid, (Bd) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity no Default or Event of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) Default shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal occurred and be continuing or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of would result from such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (Ae) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by all other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest ratesshall be satisfactory to each Increasing Lender and, fees and scheduled repayment dates and maturity), as agreed by to the Borrower and extent affecting the duties of Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingThe Borrower may request, in its sole discretionwriting, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility by up to $20,000,000 (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any "Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans"); provided, however, that in such increase will only become effective if (i) the event Borrower shall have given the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case Administrative Agent at least 10 Business Days' notice of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the its intention to effect a Facility Increase Date to and the extent necessary so that the then-applicable yield per annum on desired amount of such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; providedFacility Increase, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturityii) at the time of incurrence of the and after giving effect to such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agentincrease, the terms Borrower is in pro forma compliance with the financial covenants set forth in Article V (Financial Covenants) hereof, (iii) no Default or Event of Default has occurred and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). is continuing, (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice at least one Lender agrees to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating participate in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid or an Eligible Assignee or Eligible Assignees acceptable to the Administrative AgentArranger in its sole and absolute discretion agrees to accept the offer of such increase as provided below), for (v) the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent to a Borrowing set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) are satisfied as of such date, and (vi) an opinion of counsel to the Loan Parties in form and substance and from counsel satisfactory to the Administrative Agent and addressed to the Administrative Agent, the Issuers and the Lenders and addressing such matters as any Lender through the Administrative Agent may reasonably request shall be delivered to the Administrative Agent. The Borrower shall have been satisfied both before the right to offer such increase to (x) the existing Lenders, and after giving effect each existing Lender will have the right, but not the obligation, to commit to all or a portion of the proposed increase or (y) other Eligible Assignees acceptable to the Arranger in its sole and absolute discretion; provided, however, that the minimum Revolving Credit Commitment of each such new Eligible Assignee accepting a Revolving Credit Commitment as part of such Facility Increase equals or exceeds $5,000,000, and (2) such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided thatand, in the case of Increased an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each a "Facility Increase Effective Date"), the Revolving CommitmentsCredit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee on the Facility Increase Effective Date. In the event there are Lenders and Eligible Assignees that have committed to a Facility Increase in excess of the maximum amount requested (or permitted), such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as then the Administrative Agent shall reasonably request have the right to demonstrate compliance with this clause (D). (E) The allocate such commitments, first to Lenders and then to Eligible Assignees, on whatever basis the Administrative Agent shall notify the Lenders and determines is appropriate in consultation with the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofa) or Eligible Assignee havingAt any time after the date of this Agreement, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment thatthe Company may, on one or more (but no more than five) occasions by giving ten Business Days’ prior notice to the Facility Increase Date for such Facility IncreaseAgent, on request that the terms Total Commitments be increased (and subject to the conditions set forth in, or Total Commitments shall be so increased) as otherwise agreed to in connection with, its commitment therefor or as set forth in follows (provided that the aggregate amount of the Total ​ ​ Commitments (including any amendment increase already made pursuant to this Agreement in connection with such Facility Increase (subject in each case to clause (ivClause 2.3) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount does not to at any time exceed such commitment to such Facility Increase.USD 400,000,000): (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, increased Commitments will be assumed by one or more Facility Increase Notices to request Lenders or other banks or financial institutions (each, each a “Facility IncreaseIncrease Lender”) (A) an increase in selected by the aggregate amount Company and each of Revolving Credit Commitments under which confirms its willingness to assume and does assume all the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however obligations of a Lender corresponding to that the amount part of the Facility Increase shall not exceed $250,000,000 increased Commitments which it is to assume, as if it had been an Original Lender (for the “Facility Increase Cap”) in the aggregate for all such Facility Increases and avoidance of doubt, no Party shall be in increments obliged to assume the obligations of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted a Lender pursuant to this clause (iClause 2.3 without the prior written consent of that Party), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein.; (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Company and any Facility Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Facility Increase; provided that each Revolving Increase Lender providing Increased Revolving Commitments shall be reasonably satisfactory to would have assumed and/or acquired had the Administrative Agent.Facility Increase Lender been an Original Lender; (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the each Facility Increase Date), (B) Lender shall not have become a final maturity earlier than the latest final maturity date applicable to Party as a “Lender” and any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that Lender and each of the yields referred to in this clause (D) other Finance Parties shall be calculated after giving effect to any discounts or upfront fees (with such discounts assume obligations towards one another and fees equated to interest based on acquire rights against one another as that Facility Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Facility Lender been an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility).Original Lender; (iv) the Commitments of the other Lenders shall continue in full force and effect; and (v) any increase in the Total Commitments shall take effect on the date on which the conditions set out in paragraph (b) below are satisfied or, if later, the date specified by the Company in the notice referred to in paragraph (a) above. (b) An increase in the Total Commitments will only be effective on the execution by the Facility Agent of an Increase Confirmation from the relevant Facility Increase Lender. (c) Each Facility Increase shall become effective Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on a date agreed its behalf any amendment or waiver that has been approved by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery or on behalf of the Facility Increase Notice to the Administrative Agent requisite Lender or Lenders in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in accordance with this clause (iv). (A) The Administrative Agent shall have received Agreement on or prior to the date on which the increase becomes effective. (d) The Company shall promptly on demand pay the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to Security Agent the amount of the proposed Facility Increase all costs and expenses (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)including legal fees) reasonably incurred by either of them and, in the case of each such Eligible Assignee the Security Agent, by any Receiver or Affiliate Delegate in connection with any increase in Commitments under this Clause 2.3. (e) The Company may pay (or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory procure the payment) to the Administrative Agent Facility Increase Lender a fee in the amount and duly executed by at the Borrower, times agreed between the Administrative Agent Company and such Affiliate, Approved Fund or Eligible Assigneethe Facility Increase Lender in a Fee Letter. (f) Clause 25.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to a Facility Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (2ii) an amendment the “New Lender” were references to this Agreement (including to Schedule II), effective as of the that “Facility Increase Date Lender”; and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent;​ ​ ​ (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4iii) a favorable opinion of counsel for the Borrower re-transfer and each Guarantor, addressed re-assignment were references to the Administrative Agent respectively a transfer and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c)assignment. (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each (a) At any time after the date of this Agreement, the Company may, on one or more (but no more than five) occasions by giving ten Business Days’ prior notice to the Facility Agent, request that the Total Commitments be increased (and the Total Commitments shall be so increased) as follows (provided that the aggregate amount of the Total ​ Commitments (including any increase already made pursuant to this Clause 7.3) does not at any time exceed USD300,000,000): (i) the increased Commitments will be assumed by one or more Lenders or other banks or financial institutions (each a “Facility Increase Lender”) selected by the Company and each of which confirms its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 7.3 without the prior consent of that Party); (ii) the Company and any Facility Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Company and the Facility Increase Lender would have assumed and/or acquired had the Facility Increase Lender been an Original Lender; (iii) each Facility Increase Lender shall become a Party as a “Lender” and any Facility Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Facility Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Facility Lender been an Original Lender; (iv) the Commitments of the other Lenders shall continue in full force and effect; and (v) any increase in the Total Commitments shall take effect on the date specified by the Company in the notice referred to above or Affiliate or Approved Fund thereofany later date on which the conditions set out in paragraph (b) or Eligible Assignee having, below are satisfied. (b) An increase in its sole discretion, committed the Total Commitments will only be effective on: (i) the execution by the Facility Agent of an Increase Confirmation from the relevant Facility Increase Lender; and (ii) in relation to a Facility Increase Lender which is not a Lender immediately prior to the relevant increase the performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Facility Increase Lender, the completion of which the Facility Agent shall agree as part of such commitment that, on promptly notify the Company and the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase.: (ic) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on a date agreed its behalf any amendment or waiver that has been approved by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery or on behalf of the Facility Increase Notice to the Administrative Agent requisite Lender or Lenders in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in accordance with this clause (iv). (A) The Administrative Agent shall have received Agreement on or prior to the date on which the increase becomes effective. (d) The Company shall promptly on demand pay the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to Security Agent the amount of the proposed Facility Increase all costs and expenses (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)including legal fees) reasonably incurred by either of them and, in the case of each such Eligible Assignee the Security Agent, by any Receiver or Affiliate Delegate in connection with any increase in Commitments under this Clause 7.3. (e) The Company may pay (or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory procure the payment) to the Administrative Agent Facility Increase Lender a fee in the amount and duly executed by at the Borrower, times agreed between the Administrative Agent Company and such Affiliate, Approved Fund or Eligible Assigneethe Facility Increase Lender in a Fee Letter. ​ (Signature page to the Amendment and Restatement Agreement) ​ (f) Clause 30.4 (Limitation of Responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 7.2 in relation to a Facility Increase Lender as if references in that Clause to: (i) an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase; (2ii) an amendment the “New Lender” were references to this Agreement (including to Schedule II), effective as of the that “Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative AgentLender”; and (5iii) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition re-transfer and re-assignment were references to its commitment in such Facility Increase, including respectively a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c)transfer and assignment. (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofa) or Eligible Assignee having, in its sole discretion, committed The Company may request from time to a Facility Increase shall agree as part of such commitment that, on time after the Facility Increase Effective Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request increases in any then-existing tranche of Term Loans or any additional tranches of term loans (each, each a “Facility Term Loan Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loansand such term loans, the “Incremental Term Loans”); provided, however that (ii) the amount addition of the Facility Increase shall not exceed $250,000,000 a revolving credit facility (the “Facility Increase CapRevolving Credit Facility”) and one or more increases in the aggregate for all commitments under such Revolving Credit Facility Increases (each a “Revolving Credit Increase”) and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans the addition of a letter of credit facility (Athe “Letter of Credit Facility”) shall rank pari passu and one or more increases in right the commitments under such Letter of payment with the other Term Loans Credit Facility (including any Incremental Term Loans outstanding on the Facility Increase Date), (Beach a “Letter of Credit Increase”) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingunder this Agreement; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent the aggregate principal amount of all such Facility Increases shall not exceed (1) the greater of (x) $300,000,000 and (y) an amount such that the First Lien Secured Leverage Ratio as of the most recently ended period of four consecutive fiscal quarters with respect to which financial statements have received on or been delivered pursuant to Section 10.1 prior to the Facility Increase Date for such Facility Increase each incurrence of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including calculated on a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agentpro forma basis, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and the application of any proceeds thereof (2) assuming for purposes of such determination the incurrence of the entire committed amount of any Revolving Credit Increase or Letter of Credit Increase and that any increase in cash resulting from such Facility Increase shall be made not reduce Senior Secured Debt) as if such incurrence and application of proceeds had occurred on the terms and conditions set forth in this Section 2.1(c). first day of such four consecutive fiscal quarter period, shall be no greater than 3.50:1.00 (D) On it being understood that if pro forma effect is given to the date entire committed amount of any such additional amount, such committed amount may thereafter be borrowed and reborrowed, in whole or in part, from time to time, without further compliance with this clause) plus (2) in the event (x) all obligations and commitments under the Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined under the Multi-Currency Credit Agreement) (which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are secured by a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments under the Multi-Currency Credit Agreement prior to the “Full Satisfaction” (as defined under the Multi-Currency Credit Agreement) of such obligations and commitments, $240,000,000 and (B) each such Facility Increase (together with any other such Facility Increase being effected on the same date) shall be in an amount not less than $25,000,000 and integral multiples of $5,000,000 in excess thereof; provided, however, that, after giving effect to each Facility Increase and any loans and commitments thereunder (and any Permitted Acquisition consummated in connection therewith, whether prior to or concurrently with such Facility Increase), the Leverage Ratio (determined as of the end last day of the fiscal period with respect to which financial statements have been most recent period for which Financial Statements were required to be recently delivered pursuant to Section 6.1(c) (Financial Statements))10.1, the Company shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect compliance with Section 11.1 and shall have delivered to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D)such pro forma compliance. (Eb) Nothing in this Agreement shall be construed to obligate the Administrative Agent or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent may receive commitments for any Facility Increase from Eligible Assignees (including those that are not existing Lenders). Each Facility Increase shall notify become effective on a date proposed by the Lenders and Company in accordance with Section 2.6(d) (each a “Facility Increase Date”); provided, however, that the Borrower, conditions precedent set forth in Section 9.2 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or before 1:00 P.M. (New York City time) on the Business Day following the prior to each such Facility Increase Date of the effectiveness of the Facility Increase and Date. The Administrative Agent shall record in the Register all applicable additional information in respect of such Facility Increase promptly upon its effectiveness and shall notify the Lenders and the Company, on or before 1:00 p.m. (New York City time) on the first Business Day following a Facility Increase Date, of the effectiveness of a Facility Increase. (c) The loans and commitments extended pursuant to any Facility Increase (i) shall rank pari passu in right of payment and in respect of the Collateral with all other Loans and commitments hereunder, (ii) in the case of any additional term loans under any Term Loan Increase, (A) the weighted average life to maturity of any additional term loans shall not be shorter than the remaining average life to maturity of the Term Loans prior to giving effect to such Term Loan Increase, (B) the final maturity date of any additional term loans shall not be earlier than the Term Loan Maturity Date and (C) to the extent that the All-in-Yield applicable to any additional term loans under any Term Loan Increase exceeds the lowest All-in-Yield applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase by more than 0.50% per annum, then the interest rate or margin applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase for such existing term loans shall be increased to the extent necessary so that the All-in-Yield of such existing term loans is equal to the All-in-Yield of the additional term loans under such Term Loan Increase, minus 0.50% per annum; and (iii) in the case of any Revolving Credit Increase or Letter of Credit Increase, the scheduled termination date of the Revolving Credit Facility or the Letter of Credit Facility shall not be earlier than the Stated Multi-Currency Termination Date (as defined in the Multi-Currency Credit Agreement). Each Facility Increase, except for any differences permitted hereby or reasonably deemed appropriate by the Administrative Agent to implement a new tranche or a new facility, as applicable, shall have the same terms and conditions as the Term Loans (it being understood that any Revolving Credit Increase or Letter of Credit Increase may have pricing and yield based upon the prevailing market conditions at the time of such Revolving Credit Increase or Letter of Credit, as applicable). (d) In connection with any Facility Increase, the Company shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably, to accomplish the purposes of this Section 2.6. (e) Notwithstanding anything to the contrary contained in this Section 2.6 and in addition to the Facility Increases provided for in Section 2.6(a) above, in connection with the consummation of the Colomer Acquisition, the Company may borrow any or all of the Acquisition Term Loans as additional Loans under this Agreement without regard to any of the conditions set forth above in this Section 2.6 or set forth in Section 9.2, provided that: (i) subject to clauses (ii) through (vi) of this Section 2.6(e), the terms and conditions of the Acquisition Term Loans shall be as determined by the Company and the Eligible Assignees who are agreeing to provide the Acquisition Term Loans, which terms shall be set forth in an agreement that is duly executed by the Company and such Eligible Assignees and delivered to the Administrative Agent together with, in the case of each such Eligible Assignee that is not an existing Lender, a customary assumption agreement or comparable document in form and substance reasonably satisfactory to the Administrative Agent and duly executed by such Eligible Assignee; (ii) the aggregate outstanding principal amount of the Acquisition Term Loans shall not exceed a principal amount equal to the sum of (x) $700 million and (y) additional amounts as contemplated by the Acquisition Term Loan Commitment Letter and the Fee Letter (as defined in the Acquisition Term Loan Commitment Letter) to the extent borrowed to fund fees (including original issue discount fees) as provided therein; (iii) the Acquisition Term Loans shall rank pari passu in right of payment and in respect of the Collateral with all other Loans and commitments hereunder; (iv) the weighted average life to maturity of the Acquisition Term Loans shall not be shorter than the remaining average life to maturity of the Term Loans prior to giving effect to the borrowing of such Acquisition Term Loans; (v) the final maturity date of the Acquisition Term Loans shall not be earlier than the Term Loan Maturity Date applicable to the Initial Term Loans; (vi) to the extent that the All-in-Yield applicable to the Acquisition Term Loans exceeds the lowest All-in-Yield applicable to any Term Loans then outstanding under this Agreement prior to giving effect to the borrowing of such Acquisition Term Loans by more than 0.50% per annum, then the interest rate or margin applicable to any Term Loans then outstanding under this Agreement prior to giving effect to the borrowing of the Acquisition Term Loans shall be increased to the extent necessary so that the All-in-Yield of such existing Term Loans is equal to the All-in-Yield of the Acquisition Term Loans, minus 0.50% per annum; and (vii) the proceeds of the Acquisition Term Loans shall be used (a) to finance a portion of the Colomer Acquisition and for the payment of related transaction costs and expenses and to repay or acquire certain Indebtedness of the Acquired Business as contemplated by the Acquisition Agreement, (b) for the payment of transaction costs, fees and expenses incurred in connection with the Acquisition Term Loans and (c) with regard to any remaining amount, for general corporate purposes; provided, further, that the Acquisition Term Loans shall constitute a Facility Increase, but shall (x) be subject to this Section 2.6(e) and to Section 2.6(f), (y) not be subject to paragraphs (a) through (d) (inclusive) of this Section 2.6 or Section 9.2 and (z) not counted against the limit on Facility Increases set forth in paragraph (a) of this Section 2.6. (f) The Company shall provide the Administrative Agent at least one (1) Business Day’s prior written notice of the Acquisition Term Loan Closing Date (which notice may be conditional upon the consummation of the Colomer Acquisition). On the Acquisition Term Loan Closing Date, the Administrative Agent shall record in the Register all applicable information in respect of the Acquisition Term Loans. If and to the extent necessary to implement the terms and conditions of the Acquisition Term Loans, the Administrative Agent agrees to use commercially reasonable efforts to cooperate with the Company to execute and deliver an amendment to this Agreement (including Schedule II) and the other Loan Documents, effective as of the Acquisition Term Loan Closing Date.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereofa) or Eligible Assignee having, in its sole discretion, committed The Company may request from time to a Facility Increase shall agree as part of such commitment that, on time after the Facility Increase Effective Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request increases in the Term Loan Commitments or additional tranches of term loans (each, each a “Facility Term Loan Increase”), (ii) the addition of a revolving credit facility (Athe “Revolving Credit Facility”) an increase and one or more increases in the aggregate amount of Revolving Credit Commitments commitments under the such Revolving Credit Facility (the each a “Increased Revolving CommitmentsCredit Increase”) and/or and (Biii) additional Term A Loans the addition of a letter of credit facility (the “Incremental Term A LoansLetter of Credit Facility”) and one or additional Term B Loans more increases in the commitments under such Letter of Credit Facility (the each a “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount Letter of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase CapCredit Increase”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to under this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingAgreement; provided, however, that (A) the final maturity aggregate principal amount of all such Facility Increases shall not exceed (1) $300,000,000 plus (2) in the event (x) all obligations and commitments under the Multi-Currency Credit Agreement have been “Fully Satisfied” (as defined under the Multi-Currency Credit Agreement) (which obligations and commitments have not been otherwise refinanced) and (y) the Loans and the other Payment Obligations are secured by a Lien on the Multi-Currency Collateral with the same priority as the Liens securing the obligations and commitments under the Multi-Currency Credit Agreement prior to the “Full Satisfaction” (as defined under the Multi-Currency Credit Agreement) of such obligations and commitments, $200,000,000 and (B) each such Facility Increase (together with any Incremental Term A Loans may be other such Facility Increase being effected on or after the Term A Loan Maturity Date, (Csame date) shall have be in an average life to maturity no shorter amount not less than the longest remaining average life to maturity $25,000,000 and integral multiples of any Term Loans then outstanding$5,000,000 in excess thereof; provided, however, that if any Term A Loans are outstandingthat, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth any loans and commitments thereunder (and any Permitted Acquisition consummated in this clause (iv). (A) The Administrative Agent shall have received on or connection therewith, whether prior to the Facility Increase Date for or concurrently with such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule IIIncrease), effective as of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions last day of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments fiscal period with respect to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall which financial statements have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be recently delivered pursuant to Section 6.1(c) (Financial Statements))10.1, the Company shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect compliance with Section 11.1 and shall have delivered to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D)such pro forma compliance. (Eb) Nothing in this Agreement shall be construed to obligate the Administrative Agent or any Lender to negotiate, solicit, provide or commit to any Facility Increase. The Administrative Agent may receive commitments for any Facility Increase from Eligible Assignees (including those that are not existing Lenders). Each Facility Increase shall notify become effective on a date proposed by the Lenders and Company in accordance with Section 2.6(d) (each a “Facility Increase Date”); provided, however, that the Borrower, conditions precedent set forth in Section 9.2 (Conditions Precedent to Each Facility Increase) shall have been satisfied on or before 1:00 P.M. (New York City time) on the Business Day following the prior to each such Facility Increase Date of the effectiveness of the Facility Increase and Date. The Administrative Agent shall record in the Register all applicable additional information in respect of such Facility Increase promptly upon its effectiveness and shall notify the Lenders and the Company, on or before 1:00 p.m. (New York City time) on the first Business Day following a Facility Increase Date, of the effectiveness of a Facility Increase. (c) The loans and commitments extended pursuant to any Facility Increase (i) shall rank pari passu in right of payment and in respect of the Collateral with all other Loans and commitments hereunder, (ii) in the case of any additional term loans under any Term Loan Increase, (A) the weighted average life to maturity of any additional term loans shall not be shorter than the remaining average life to maturity of the Term Loans prior to giving effect to such Term Loan Increase, (B) the final maturity date of any additional term loans shall not be earlier than the Term Loan Maturity Date and (C) to the extent that the All-in-Yield applicable to any additional term loans under any Term Loan Increase exceeds the lowest All-in-Yield applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase by more than 0.50% per annum, then the interest rate or margin applicable to any term loans then outstanding under this Agreement prior to giving effect to such Term Loan Increase for such existing term loans shall be increased to the extent necessary so that the All-in-Yield of such existing term loans is equal to the All-in-Yield of the additional term loans under such Term Loan Increase, minus 0.50% per annum; and (iii) in the case of any Revolving Credit Increase or Letter of Credit Increase, the scheduled termination date of the Revolving Credit Facility or the Letter of Credit Facility shall not be earlier than the Stated Multi-Currency Termination Date (as defined in the Multi-Currency Credit Agreement). Each Facility Increase, except for any differences permitted hereby or reasonably deemed appropriate by the Administrative Agent to implement a new tranche or a new facility, as applicable, shall have the same terms and conditions as the Term Loans (it being understood that any Revolving Credit Increase or Letter of Credit Increase may have pricing and yield based upon the prevailing market conditions at the time of such Revolving Credit Increase or Letter of Credit, as applicable). (d) In connection with any Facility Increase, the Company shall provide the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and shall agree to such procedures, if any, as may be established by, or acceptable to, the Administrative Agent, in each case, acting reasonably, to accomplish the purposes of this Section 2.6.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (iia) The Borrower may invite Persons (no more frequently than once during the term of the Facilities) request the Lenders or other institutions that are not currently Lenders (or Affiliates of Lenders) would be Eligible Assignees to provide all additional Commitments (with respect to either the Term Loan Facility or a portion the Revolving Credit Facility, at the option of the Borrower) up to an aggregate amount not in excess of $100,000,000 (a "Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans"); provided, however, that in (i) the event Borrower shall have given the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case Administrative Agent at least 60 days notice of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on its intention to effect the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent desired amount of such Facility Increase, (each, ii) the conditions precedent to a “Facility Increase Date”), which shall be Borrowing set forth in any case not earlier than 10 days after the delivery Section 3.2 are satisfied as of the Facility Increase Notice to Effective Date (as defined below), (iii) the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each Effective Date, a certificate of the followingSecretary or an Assistant Secretary of each Loan Party, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders , certifying the resolutions of such Loan Party's board of directors (or their Affiliates or Approved Fundsequivalent governing body) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower approving and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of authorizing the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation stated desired amount of such Facility Increase Increase, and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4iv) a favorable an opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and Loan Parties in form and substance and from counsel reasonably satisfactory to the Administrative Agent and addressed to the Administrative Agent; and (5) , the Issuers and the Lenders dated the Facility Increase Effective Date and addressing such other documents matters as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid be delivered to the Administrative Agent. (b) The Borrower shall have the right to offer such increase to (x) the Lenders, for and each Lender will have the account right, but not the obligation, to commit to all or a portion of the Administrative Agent proposed Facility Increase or (y) any institution that would be an Eligible Assignee; provided, however, that the minimum additional Commitment of each Eligible Assignee in respect of Revolving Credit Commitments equals or exceeds $5,000,000 and the Lenders participating minimum additional Commitment of each Eligible Assignee in respect of Term Loans Commitments equals or exceeds $2,000,000 and such Lender or Eligible Assignee executes an Assumption Agreement pursuant to which such Lender or Eligible Assignee agrees to commit to all or a portion of such Facility Increase and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. (c) On the effective date provided for in the Assumption Agreements providing for a Facility Increase (each a "Facility Increase Effective Date"), (i) the Commitments will be increased by the additional amount committed to by each Lender or Eligible Assignee on such the Facility Increase Date, (ii) the Letter of Credit Sublimit, to the extent agreed in writing by each applicable Issuer, shall be increased as applicableset forth in the definition thereof, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. Date and (Ciii) (1) The conditions precedent set forth to the extent the Facility Increase results in Section 3.2 (Conditions Precedent to Each Loan and Letter any Revolving Credit Lender owning less than its Ratable Portion of Credit) the Revolving Loans, such Revolving Credit Lender shall have been satisfied both before and purchase from each other Revolving Credit Lender Revolving Loans such that after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c)purchases, each Revolving Credit Lender owns Revolving Loans is an amount equal to its Ratable Portion of all Revolving Loans. (Dd) On In the date of any event there are Lenders and Eligible Assignees that have committed to a Facility Increase, the Leverage Ratio (determined as Increase in excess of the end maximum amount requested (or permitted), then the Agents (with the consent of the most recent period for Borrower which Financial Statements were required shall not be unreasonably withheld) shall have the right to be delivered pursuant allocate such commitments, first to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D). (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increasethen to Eligible Assignees.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request an increase (each, a “Facility Increase”) (A) an increase in the aggregate Aggregate Revolving Credit Commitment (within the limitations herein provided), which notice shall set forth the amount of such requested Facility Increase. The Aggregate Revolving Credit Commitments Commitment may be so increased either by having one or more New Revolving Credit Lenders become Lenders under the Revolving Credit Facility and/or by having any one or more of the then existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”at their respective election in their sole discretion) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed been approved by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as each of the Facility Increase Date and executed Arrangers (such approvals by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and each of the Lenders and Arrangers not to be unreasonably withheld or delayed), increase the amount of their Revolving Credit Commitments, provided that (i) each Facility Increase shall be in form and substance and from counsel reasonably satisfactory an amount not less than $5,000,000, (ii) after giving effect to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate the Aggregate Revolving Credit Facility Commitment shall not exceed the Aggregate Revolving Credit Facility Limit, (iii) no Unmatured Event of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid Default or Default exists or would exist after giving effect to the Administrative AgentFacility Increase, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, (iv) all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent financial covenants set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been 7.28 would be satisfied both before and on a pro forma basis for the most recent determination period, after giving effect to such Facility Increase as if it occurred on the last day of such determination period (and assuming such Facility Increase is fully borrowed) and (2v) such any Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c)pursuant to the documentation applicable to the Revolving Credit Facility. (Db) On the date of any As a condition to a Facility Increase, (i) the Leverage Ratio Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (determined as the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto and the end of Administrative Agent shall have accepted and executed the most recent period for which Financial Statements were required same; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the Administrative Agent the applicable covenant level set forth Note payable to such Additional Lender (or its registered assigns); (iii) the Guarantors shall have consented in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect writing to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (2iv) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower and each Additional Lender shall provide the Administrative Agent otherwise have executed and delivered such financial information other instruments and documents as the Administrative Agent shall have reasonably request requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to demonstrate compliance the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1 (viii), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of the Facility Increase. (c) Upon the effective date of any Facility Increase pursuant to the provisions hereof (the “Increase Date”), which Increase Date shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) such Additional Lender under the Revolving Credit Facility shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Revolving Credit Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Revolving Credit Lender (including each Additional Lender under the Revolving Credit Facility) holds a participation interest in each such Facility Letter of Credit in the amount of its then Revolving Credit Ratable Share thereof; (B) on such Increase Date, the Borrower shall repay all outstanding Floating Rate Advances under the Revolving Credit Facility and reborrow a Floating Rate Advance in a like amount from the Revolving Credit Lenders (including each Additional Lender under the Revolving Credit Facility); (C) except as provided in clause (D), such Additional Lender under the Revolving Credit Facility shall not participate in any then outstanding Eurodollar Ratable Advances under the Revolving Credit Facility; (D) if the Borrower shall at any time on or after such Increase Date convert or continue any Eurodollar Ratable Advance that was outstanding under the Revolving Credit Facility on such Increase Date, the Borrower shall be deemed to repay such Eurodollar Ratable Advance on the date of the conversion or continuation thereof and then to reborrow as a Revolving Credit Ratable Advance a like amount on such date so that the Additional Lender under the Revolving Credit Facility shall make a Revolving Credit Ratable Loan on such date; and (E) such Additional Lender under the Revolving Credit Facility shall make its Revolving Credit Ratable Share of all Revolving Credit Ratable Advances made on or after such Increase Date (including those referred to in clauses (B) and (D) above) and shall otherwise have all of the rights and obligations of a Revolving Credit Lender hereunder on and after such Increase Date. Notwithstanding the foregoing, upon the occurrence of a Default prior to the date on which such Additional Lender is holding Eurodollar Ratable Loans under the Revolving Credit Facility equal to its Revolving Credit Ratable Share of all Eurodollar Ratable Advances under the Revolving Credit Facility, such Additional Lender shall, upon notice from the Administrative Agent, on or after the date on which the Obligations are accelerated or become due following such Default, pay to the Administrative Agent (for the account of the other Revolving Credit Lenders, to which the Administrative Agent shall pay their Revolving Credit Ratable Shares thereof upon receipt) a sum equal to such Additional Lender’s Revolving Credit Ratable Share of each Eurodollar Ratable Advance then outstanding under the Revolving Credit Facility with respect to which such Additional Lender does not then hold a Eurodollar Ratable Loan equal to its Revolving Credit Ratable Share thereof; such payment by such Additional Lender shall constitute an ABR Loan hereunder. (Ed) The Solely for purposes of clause (i) of the definition of “Required Lenders”, until such time as an Additional Lender under the Revolving Credit Facility holds Revolving Credit Ratable Loans equaling its Revolving Credit Ratable Share of all outstanding Revolving Credit Ratable Advances, the amount of such Additional Lender’s new Revolving Credit Commitment or the increased amount of its Revolving Credit Commitment (as applicable) shall be excluded from the amount of the Revolving Credit Commitments and there shall be included in lieu thereof at any time an amount equal to the sum of the outstanding Revolving Credit Ratable Loans and the participation interests in Facility Letters of Credit held by such Additional Lender with respect to its new Revolving Credit Commitment or the increased amount of its Revolving Credit Commitment. (e) For the avoidance of doubt, any Facility Increase pursuant to the provisions of this Section 2.18 shall not require the consent of any Lender other than the applicable Additional Lenders. Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Revolving Credit Commitment hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent shall notify to give or grant any Lender the Lenders and the Borrower, on or before 1:00 P.M. (New York City right to increase its Revolving Credit Commitment hereunder at any time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request an increase (each, a “Facility Increase”) (A) an increase in the aggregate Aggregate Revolving Credit Commitment (within the limitations herein provided), which notice shall set forth the amount of such requested Facility Increase. The Aggregate Revolving Credit Commitments Commitment may be so increased (i) by having one or more New Revolving Credit Lenders become Lenders under the Revolving Credit Facility and/or (ii) by having any one or more of the then existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”at their respective election in their sole discretion); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, that have been approved by the Borrower, the Administrative Agent, each Issuing Bank and the Swing Line Lender (such approvals by the Administrative Agent, each Issuing Bank and the Swing Line Lender not to be unreasonably withheld or delayed), increase the amount of their Revolving Credit Commitments, provided that (i) each Facility Increase shall be in an amount not less than $5,000,000, (ii) after giving effect to the Facility Increase, the Aggregate Revolving Credit Commitment shall not exceed the Aggregate Revolving Credit Facility Limit, (iii) no Unmatured Event of Default or Default exists or would exist after giving effect to the Facility Increase, (iv) all financial covenants set forth in Section 7.27 would be satisfied on a pro forma basis for the most recent determination period, assuming that the Revolving Credit Advances outstanding on the date of effectiveness of the Facility Increase had been outstanding on the last day of such determination period and (v) any interest rate Facility Increase shall be on the terms and pursuant to the documentation applicable to the Revolving Credit Facility. (b) As a condition to a Facility Increase, (i) the Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (the “floors” Commitment and Acceptance”) substantially in the form of Exhibit C hereto and the Administrative Agent shall have accepted and executed the same; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to the Administrative Agent the applicable thereto. Except for any differences Note payable to the order of such Additional Lender; (iii) the Guarantors shall have consented in writing to the Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (iv) the Borrower and each Additional Lender shall otherwise have executed and delivered such other instruments and documents as the Administrative Agent shall have reasonably satisfactory to requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the terms and conditions applicable Borrower shall have delivered to the Increased Revolving Commitments Administrative Agent opinions of counsel (including substantially similar to the Applicable Marginforms of opinions provided for in Section 5.1(ix), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be substantially identical fully acceptable to the terms and conditions applicable Administrative Agent. The Administrative Agent shall promptly provide written notice to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part all of the existing Revolving Credit Facility)Lenders hereunder of the Facility Increase. (ivc) (Each Upon the effective date of any Facility Increase shall become effective on a date agreed by pursuant to the Borrower and provisions hereof (the Administrative Agent (each, a “Facility Increase Date”), which Increase Date shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or mutually agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed upon by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of the Facility Increase Date and executed by the Borrower each applicable Additional Lender and the Administrative Agent, then: (A) such Additional Lender under the Revolving Credit Facility shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments Revolving Credit Lenders party to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed immediately prior to the Administrative Agent Increase Date, an undivided interest and participation in any Letter of Credit then outstanding, ratably, such that each Revolving Credit Lender (including each Additional Lender under the Lenders Revolving Credit Facility) holds a participation interest in each such Letter of Credit in the amount of its then Revolving Credit Ratable Share thereof; and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There each Additional Lender under the Revolving Credit Facility shall make its Revolving Credit Ratable Share of all Revolving Credit Ratable Advances made on or after such Increase Date and shall otherwise have been paid to the Administrative Agent, for the account all of the Administrative Agent rights and the Lenders participating in obligations of a Revolving Credit Lender hereunder on and after such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (Cd) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent After the Increase Date, Administrative Agent shall promptly provide to Each Loan and Letter of Credit) shall have been satisfied both before and each Lender a new Schedule 1 to this Agreement. In the event that there are any Revolving Credit Ratable Loans outstanding after giving effect to an increase in the Aggregate Revolving Credit Commitment pursuant to this Section 2.18, upon notice from Administrative Agent to each Lender, the amount of such Facility Increase and (2) such Facility Increase Revolving Credit Ratable Loans owing to each Lender shall be made appropriately adjusted to reflect the new Revolving Credit Ratable Share of Lenders. If, as a result of any such adjustment to the amount of Revolving Credit Ratable Loans owing to any Lender, any payment of all or a portion of any Eurodollar Loan owing to any such Lender occurs on a day which is not the terms and conditions set forth last day of the applicable Interest Period, Borrower shall pay to Administrative Agent for the benefit of the affected Lenders any loss or cost incurred by such Lenders resulting therefrom in this accordance with Section 2.1(c)3.6. (De) On Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the date part of any Facility Increase, Lender to increase its Revolving Credit Commitment hereunder at any time or a commitment or agreement on the Leverage Ratio (determined as part of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions Borrower or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as to give or grant any Lender the Administrative Agent shall reasonably request right to demonstrate compliance with this clause (D)increase its Revolving Credit Commitment hereunder at any time. (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingThe assignee, in its sole discretion, committed to if it is not a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) The Borrower shall have the right to send deliver to the Administrative AgentAgent an Administrative Questionnaire. Upon such execution, after delivery, acceptance and recording and the Restatement Date, one or more Facility Increase Notices to request (each, a “Facility Increase”) (A) receipt by the Administrative Agent from the assignee of an increase assignment fee in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 3,500 (the “Facility Increase Cap”) other than in the aggregate for all such Facility Increases and shall be in increments respect of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted assignments made pursuant to this clause Sections 2.17 (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates Substitution of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agentand 11.1(c) (Amendments, Waivers, Etc. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may only one such fee shall be made as part of the existing Class of such outstanding Term Loans payable in connection with concurrent assignments to or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is by two or more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A LoansApproved Funds), then from and after the Applicable Margin for effective date specified in such Class of Term Loans Assignment and Acceptance, (i) the assignee thereunder shall be increased effective on the Facility Increase Date a party hereto and, to the extent necessary so that of the then-applicable yield per annum on interest assigned by such Class Assignment and Acceptance, have the rights and obligations of Term a Lender under this Agreement and, if such Lender was an Issuer, of such Issuer hereunder, (ii) the Notes (if any) corresponding to the Loans is equal assigned thereby shall be transferred to such initial yield on assignee by notation in the Register and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Incremental Term Loans minus 0.50% per annum; providedAssignment and Acceptance, further that each relinquish its rights (except for those surviving the payment in full of the yields referred Obligations) and be released from its obligations under the Loan Documents, other than those relating to in this clause (D) shall be calculated after giving effect to any discounts events or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or circumstances occurring prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: assignment (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Eligible Assignee Lender shall cease to be a party hereto). Any assignment or Affiliate transfer by a Lender of rights or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to obligations under this Agreement (including to Schedule II), effective as that does not comply with this paragraph shall be treated for purposes of the Facility Increase Date and executed by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) as a favorable opinion sale by such Lender of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating a participation in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent rights and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period obligations in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as the Administrative Agent shall reasonably request to demonstrate compliance with this clause (D)g) of this Section 11. (E) The Administrative Agent shall notify the Lenders and the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee having, in its sole discretion, committed to a Facility Increase shall agree as part of such commitment that, on the Facility Increase Date for such Facility Increase, on the terms and subject to the conditions set forth in, or as otherwise agreed to in connection with, its commitment therefor or as set forth in any amendment to this Agreement in connection with such Facility Increase (subject in each case to clause (iv) below), such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (ia) The Borrower shall have the right may, at any time and from time to send time, by notice to the Administrative Agent, after the Restatement Date, one or more Facility Increase Notices to request an increase (each, a “Facility Increase”) (A) an increase in the aggregate Aggregate Revolving Credit Commitment (within the limitations herein provided), which notice shall set forth the amount of such requested Facility Increase. The Aggregate Revolving Credit Commitments Commitment may be so increased either by having one or more New Revolving Credit Lenders become Lenders under the Revolving Credit Facility and/or by having any one or more of the then existing Lenders under the Revolving Credit Facility (the “Increased Revolving Commitments”at their respective election in their sole discretion) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstanding; provided, however, that the final maturity of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase and on or after the date of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of each such Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed been approved by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as each of the Facility Increase Date and executed Arrangers (such approvals by the Borrower and the Administrative Agent, to the extent necessary to implement terms and conditions of the Facility Increase (including interest rates, fees and scheduled repayment dates and maturity), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and each of the Lenders and Arrangers not to be unreasonably withheld or delayed), increase the amount of their Revolving Credit Commitments, provided that (i) each Facility Increase shall be in form and substance and from counsel reasonably satisfactory an amount not less than $5,000,000, (ii) after giving effect to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate the Aggregate Revolving Credit Facility Commitment shall not exceed the Aggregate Revolving Credit Facility Limit, (iii) no Unmatured Event of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid Default or Default exists or would exist after giving effect to the Administrative AgentFacility Increase, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, (iv) all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent financial covenants set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been 7.28 would be satisfied both before and on a pro forma basis for the most recent determination period, after giving effect to such Facility Increase as if it occurred on the last day of such determination period (and assuming such Facility Increase is fully borrowed) and (2v) such any Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c)pursuant to the documentation applicable to the Revolving Credit Facility. (Db) On the date of any As a condition to a Facility Increase, (i) the Leverage Ratio Borrower and each Additional Lender shall have executed and delivered a commitment and acceptance (determined as the “Commitment and Acceptance”) substantially in the form of Exhibit G hereto and the end of Administrative Agent shall have accepted and executed the most recent period for which Financial Statements were required same; (ii) if requested by an Additional Lender, the Borrower shall have executed and delivered to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the Administrative Agent the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect Note payable to any incurrence of any Indebtedness (including under the Facilities) since the end order of such period and pro forma effect Additional Lender; (iii) the Guarantors shall have consented in writing to any borrowings under such the Facility Increase and shall have agreed that their Guaranty Agreements continue in full force and effect; (2iv) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower and each Additional Lender shall provide the Administrative Agent otherwise have executed and delivered such financial information other instruments and documents as the Administrative Agent shall have reasonably request requested in connection with such Facility Increase; and (v) if requested by the Administrative Agent, the Borrower shall have delivered to demonstrate compliance the Administrative Agent opinions of counsel (substantially similar to the forms of opinions provided for in Section 5.1 (viii), modified to apply to the Facility Increase and to each Note, Commitment and Acceptance, and other documents executed and delivered in connection with such Facility Increase). The form and substance of the documents required under clauses (i) through (v) above shall be fully acceptable to the Administrative Agent. The Administrative Agent shall promptly provide written notice to all of the Lenders hereunder of the Facility Increase. (c) Upon the effective date of any Facility Increase pursuant to the provisions hereof (the “Increase Date”), which Increase Date shall be mutually agreed upon by the Borrower, each applicable Additional Lender and the Administrative Agent, then: (A) such Additional Lender under the Revolving Credit Facility shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, from the Revolving Credit Lenders party to this Agreement immediately prior to the Increase Date, an undivided interest and participation in any Facility Letter of Credit then outstanding, ratably, such that each Revolving Credit Lender (including each Additional Lender under the Revolving Credit Facility) holds a participation interest in each such Facility Letter of Credit in the amount of its then Revolving Credit Ratable Share thereof; (B) on such Increase Date, the Borrower shall repay all outstanding Floating Rate Advances under the Revolving Credit Facility and reborrow a Floating Rate Advance in a like amount from the Revolving Credit Lenders (including each Additional Lender under the Revolving Credit Facility); (C) except as provided in clause (D), such Additional Lender under the Revolving Credit Facility shall not participate in any then outstanding Eurodollar Ratable Advances under the Revolving Credit Facility; (D) if the Borrower shall at any time on or after such Increase Date convert or continue any Eurodollar Ratable Advance that was outstanding under the Revolving Credit Facility on such Increase Date, the Borrower shall be deemed to repay such Eurodollar Ratable Advance on the date of the conversion or continuation thereof and then to reborrow as a Revolving Credit Ratable Advance a like amount on such date so that the Additional Lender under the Revolving Credit Facility shall make a Revolving Credit Ratable Loan on such date; and (E) such Additional Lender under the Revolving Credit Facility shall make its Revolving Credit Ratable Share of all Revolving Credit Ratable Advances made on or after such Increase Date (including those referred to in clauses (B) and (D) above) and shall otherwise have all of the rights and obligations of a Revolving Credit Lender hereunder on and after such Increase Date. Notwithstanding the foregoing, upon the occurrence of a Default prior to the date on which such Additional Lender is holding Eurodollar Ratable Loans under the Revolving Credit Facility equal to its Revolving Credit Ratable Share of all Eurodollar Ratable Advances under the Revolving Credit Facility, such Additional Lender shall, upon notice from the Administrative Agent, on or after the date on which the Obligations are accelerated or become due following such Default, pay to the Administrative Agent (for the account of the other Revolving Credit Lenders, to which the Administrative Agent shall pay their Revolving Credit Ratable Shares thereof upon receipt) a sum equal to such Additional Lender’s Revolving Credit Ratable Share of each Eurodollar Ratable Advance then outstanding under the Revolving Credit Facility with respect to which such Additional Lender does not then hold a Eurodollar Ratable Loan equal to its Revolving Credit Ratable Share thereof; such payment by such Additional Lender shall constitute an ABR Loan hereunder. (Ed) The Solely for purposes of clause (i) of the definition of “Required Lenders”, until such time as an Additional Lender under the Revolving Credit Facility holds Revolving Credit Ratable Loans equaling its Revolving Credit Ratable Share of all outstanding Revolving Credit Ratable Advances, the amount of such Additional Lender’s new Revolving Credit Commitment or the increased amount of its Revolving Credit Commitment (as applicable) shall be excluded from the amount of the Revolving Credit Commitments and there shall be included in lieu thereof at any time an amount equal to the sum of the outstanding Revolving Credit Ratable Loans and the participation interests in Facility Letters of Credit held by such Additional Lender with respect to its new Revolving Credit Commitment or the increased amount of its Revolving Credit Commitment. (e) Nothing contained herein shall constitute, or otherwise be deemed to be, a commitment or agreement on the part of any Lender to increase its Revolving Credit Commitment hereunder at any time or a commitment or agreement on the part of the Borrower or the Administrative Agent shall notify to give or grant any Lender the Lenders and the Borrower, on or before 1:00 P.M. (New York City right to increase its Revolving Credit Commitment hereunder at any time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.

Facility Increase. Each Lender (or Affiliate or Approved Fund thereof) or Eligible Assignee havingThe Borrower may request, in writing, an increase in the aggregate Revolving Credit Commitments by up to the sum of (x) $150,000,000 and (y) the aggregate amount of the Revolving Credit Commitments of the Rejecting Lenders that have been terminated on their Scheduled Termination Date (the “Facility Increase”); provided, however, that such increase will only become effective if (i) the Borrower shall have given the Administrative Agent at least 10 Business Days’ notice of its sole discretion, committed intention to effect a Facility Increase shall agree as part and the desired amount of such commitment that, on the Facility Increase Date for such Facility Increase, on (ii) at the terms time of and subject after giving effect to such increase, the conditions set forth in, or as otherwise agreed to Borrower is in connection with, its commitment therefor or as pro forma compliance with the financial covenants set forth in any amendment to this Agreement in connection with such Facility Increase Article V hereof, (subject in each case to clause iii) no Default or Event of Default has occurred and is continuing or would result therefrom, and (iv) below), the conditions precedent to a Borrowing set forth in Section 3.2 are satisfied as of such Lender, Affiliate, Approved Fund or Eligible Assignee shall make a Loan in Dollars to the Borrower in an amount not to exceed such commitment to such Facility Increase. (i) date. The Borrower shall have the right to send offer such increase to (x) the Administrative Agentexisting Lenders, after and each existing Lender will have the Restatement Dateright, one or more Facility Increase Notices but not the obligation, to request (each, a “Facility Increase”) (A) an increase in the aggregate amount of Revolving Credit Commitments under the Revolving Credit Facility (the “Increased Revolving Commitments”) and/or (B) additional Term A Loans (the “Incremental Term A Loans”) or additional Term B Loans (the “Incremental Term B Loans” and, together with the Incremental Term A Loans, the “Incremental Term Loans”); provided, however that the amount of the Facility Increase shall not exceed $250,000,000 (the “Facility Increase Cap”) in the aggregate for all such Facility Increases and shall be in increments of not less than $10,000,000 (or the remaining amount of the Facility Increase permitted pursuant to this clause (i), if less than $10,000,000); provided, further, that the amount of Incremental Term A Loans shall not exceed $50,000,000 in the aggregate. Nothing in this Agreement shall be construed to obligate any Lender to negotiate for (whether or not in good faith), solicit, provide or commit to provide any Facility Increase, and any such Facility Increase may be subject to changes in any term herein. (ii) The Borrower may invite Persons that are not currently Lenders (or Affiliates of Lenders) to provide all or a portion of the Facility Increase; provided that each Revolving Lender providing Increased Revolving Commitments shall be reasonably satisfactory proposed increase or (y) other Eligible Assignees acceptable to the Administrative Agent. (iii) The Incremental Term Loans (A) shall rank pari passu Agent and each Issuer in right of payment with the other Term Loans (including any Incremental Term Loans outstanding on the Facility Increase Date), (B) shall not have a final maturity earlier than the latest final maturity date applicable to any Term Loans then outstandingits respective sole and absolute discretion; provided, however, that the final maturity minimum Revolving Credit Commitment of any Incremental Term A Loans may be on or after the Term A Loan Maturity Date, (C) shall have an average life to maturity no shorter than the longest remaining average life to maturity of any Term Loans then outstanding; provided, however, that if any Term A Loans are outstanding, the average life to maturity of any Incremental Term A Loans may equal or exceed the average life to maturity any Term A Loans, and (D) except for any differences permitted hereby or reasonably satisfactory to the Administrative Agent, shall have the same terms and conditions as the Term B Loans (or, in the case of Incremental Term A Loans, the Term A Loans) outstanding on the Facility Increase Date (it being understood that Incremental Term Loans may be made each such new Eligible Assignee accepting a Revolving Credit Commitment as part of the existing Class of such outstanding Term Loans or a separate Class of Term Loans); provided, however, that in the event the initial yield on such Incremental Term Loans is more than 0.50% per annum greater than the then-applicable yield on the Term B Loans (or, in the case of Incremental Term A Loans, more than 0.50% per annum greater than the then-applicable yield on the Term A Loans), then the Applicable Margin for such Class of Term Loans shall be increased effective on the Facility Increase Date to the extent necessary so that the then-applicable yield per annum on such Class of Term Loans is equal to such initial yield on such Incremental Term Loans minus 0.50% per annum; provided, further that each of the yields referred to in this clause (D) shall be calculated after giving effect to any discounts or upfront fees (with such discounts and fees equated to interest based on an assumed four-year life to maturity) at the time of incurrence of the such Class of Term Loans or such Incremental Term Loans, as applicable, and, in each case, any interest rate “floors” applicable thereto. Except for any differences reasonably satisfactory to the Administrative Agent, the terms and conditions applicable to the Increased Revolving Commitments (including the Applicable Margin) shall be substantially identical to the terms and conditions applicable to the Revolving Credit Facility (it being understood that Increased Revolving Commitments shall be made as part of the existing Revolving Credit Facility). (iv) (Each Facility Increase shall become effective on a date agreed by the Borrower and the Administrative Agent (each, a “Facility Increase Date”), which shall be in any case not earlier than 10 days after the delivery of the Facility Increase Notice to the Administrative Agent in respect of such Facility Increase equals or exceeds $5,000,000, and on such Lender or after the date Eligible Assignee executes an Assumption Agreement pursuant to which such Lender agrees to commit to all or a portion of satisfaction of the conditions precedent set forth in this clause (iv). (A) The Administrative Agent shall have received on or prior to the Facility Increase Date for such Facility Increase each of the following, each dated such Facility Increase Date unless otherwise indicated or agreed to by the Administrative Agent and each in form and substance satisfactory to the Administrative Agent: (1) written commitments duly executed by existing Lenders (or their Affiliates or Approved Funds) or Eligible Assignees or by other Persons that become Lenders in an aggregate amount equal to the amount of the proposed Facility Increase (as agreed between the Borrower and the Administrative Agent but in any case not to exceed, in the aggregate for all such Facility Increases, the maximum amount set forth in clause (i)) and, in the case of an Eligible Assignee, to be bound by the terms of this Agreement as a Lender. On the effective date provided for in the Assumption Agreement providing for a Facility Increase (each such a “Facility Increase Effective Date”), the Revolving Credit Commitments will be increased by the amount committed to by each Lender or Eligible Assignee or Affiliate or Approved Fund that is not an existing Lender, an assumption agreement in form and substance satisfactory to the Administrative Agent and duly executed by the Borrower, the Administrative Agent and such Affiliate, Approved Fund or Eligible Assignee; (2) an amendment to this Agreement (including to Schedule II), effective as of on the Facility Increase Date Effective Date. In the event there are Lenders and executed by the Borrower and the Administrative Agent, Eligible Assignees that have committed to the extent necessary to implement terms and conditions a Facility Increase in excess of the Facility Increase maximum amount requested (including interest rates, fees and scheduled repayment dates and maturityor permitted), as agreed by the Borrower and the Administrative Agent; (3) certified copies of resolutions of the Board of Directors of the Borrower and each Guarantor approving the consummation of such Facility Increase and the execution, delivery and performance of the corresponding amendments to this Agreement and the other documents to be executed in connection therewith; (4) a favorable opinion of counsel for the Borrower and each Guarantor, addressed to the Administrative Agent and the Lenders and in form and substance and from counsel reasonably satisfactory to the Administrative Agent; and (5) such other documents as the Administrative Agent may reasonably request or as any Lender participating in such Facility Increase may require as a condition to its commitment in such Facility Increase, including a certificate of a Responsible Officer of the Borrower certifying compliance with this Section 2.1(c). (B) There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders participating in such Facility Increase on such Facility Increase Date, as applicable, all fees and expenses (including reasonable fees and expenses of counsel) due and payable on or before the Facility Increase Date. (C) (1) The conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied both before and after giving effect to such Facility Increase and (2) such Facility Increase shall be made on the terms and conditions set forth in this Section 2.1(c). (D) On the date of any Facility Increase, the Leverage Ratio (determined as of the end of the most recent period for which Financial Statements were required to be delivered pursuant to Section 6.1(c) (Financial Statements)), shall be at least 0.25 to 1.00 below the applicable covenant level set forth in Section 5.1 (Maximum Leverage Ratio), in each case (1) after giving effect to any incurrence of any Indebtedness (including under the Facilities) since the end of such period and pro forma effect to any borrowings under such Facility Increase and (2) after giving effect to other customary and appropriate pro forma adjustment events, including for any acquisitions or dispositions after the beginning of such period in accordance with Permitted Pro Forma Adjustments (including any acquisitions to be funded with borrowings under such Facility Increase); provided that, in the case of Increased Revolving Commitments, such Leverage Ratio shall be calculated assuming the full amount of any Increased Revolving Commitments are fully drawn at such time and; provided, further that the Borrower shall provide the Administrative Agent such financial information as then the Administrative Agent shall reasonably request have the right to demonstrate compliance with this clause (D). (E) The allocate such commitments, first to Lenders and then to Eligible Assignees, on whatever basis the Administrative Agent shall notify the Lenders and determines is appropriate in consultation with the Borrower, on or before 1:00 P.M. (New York City time) on the Business Day following the Facility Increase Date of the effectiveness of the Facility Increase and shall record in the Register all applicable additional information in respect of such Facility Increase.