Common use of Incremental Commitments Clause in Contracts

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasionsrequest that the Total Revolving Credit Commitment (and, request Incremental Commitments in connection therewith, the L/C Commitment) be increased by an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide Amount at such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)time. Such notice shall set forth (1) the amount of the Incremental Commitments being requested increase in the Total Revolving Credit Commitment (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Commitment Amount)) and, (2) if applicable, the aggregate amount of Incremental Commitments, which shall not exceed the Incremental AmountL/C Commitment, and (3) the date on which such Incremental Commitments are increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the “Increased Amount date of such notice and which, in any event, must be on or prior to the Maturity Date”). The Borrower , and shall have no obligation to offer any each Revolving Credit Lender the opportunity to participate increase its Revolving Credit Commitment by its Pro Rata Percentage of the proposed increased amount. Each Revolving Credit Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Revolving Credit Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Revolving Credit Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Revolving Credit Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered such notice, the Revolving Credit Lenders shall have agreed pursuant to the preceding sentence to increase their Revolving Credit Commitments by an aggregate amount less than the increase in the Total Revolving Credit Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any Incremental Commitmentssuch bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Revolving Credit Commitments or increase their existing Revolving Credit Commitments in an aggregate amount equal to the unsubscribed amount; provided that, notwithstanding the foregoing, (i) no person shall become a Revolving Credit Lender and no Revolving Credit Lender’s Revolving Credit Commitment shall increase pursuant to this Section 2.23 without the prior written consent of the Administrative Agent and the Issuing Bank (which shall not be unreasonably withheld) and (ii) the L/C Commitment of any Issuing Bank shall not be increased pursuant to this Section 2.23 without the prior written consent of such Issuing Bank. The Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Revolving Credit Commitment and/or its status as a Revolving Credit Lender hereunder. Any increase in the Revolving Credit Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Revolving Credit Commitment pursuant to this Section 2.23, the outstanding Revolving Loans (if any) are held by the Revolving Credit Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Revolving Loans to be prepaid with the Borrower’s consent proceeds of a new Revolving Credit Borrowing, (not ii) by causing Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be unreasonably withheld) and furnished subject to the other parties heretoSection 2.16, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no Incremental increase in the Total Revolving Credit Commitment shall become effective under this Section 2.22 unless 2.23 unless, (i) on the date of such effectivenessincrease, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other (with sufficient copies for each of the Lenders) such customary closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may shall have reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansrequested. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request Incremental Commitments additional Commitments, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Facility Amount at such time, from one or more Incremental Lenders Persons (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may besame, in their its own discretion) that will become Lenders; providedprovided that each such Person, that (i) each Incremental Lender if not already a Lender, shall be subject to the approval of the Administrative Agent and the Issuing Lenders (which approval approvals shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval . Each such notice shall not be unreasonably withheld, delayed or conditioned) and signed by a Financial Officer of the Borrower (in its sole discretion) unless provided that if such Incremental Lender notice is a Lendersubmitted through an Approved Borrower Portal, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that foregoing signature requirement may be agreed to among waived at the Borrower and sole discretion of the Incremental Lenders providing such Incremental CommitmentsAdministrative Agent) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental additional Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Facility Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental additional Commitments are requested to become effective (which shall not be less than 10 Business Days or more than 60 days after the “Increased Amount Date”date of such notice, unless otherwise agreed to by the Administrative Agent). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender Person providing an additional Commitment shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Commitment of such Person. (c) Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Commitments pursuant to Section 5.05(a), the outstanding Loans (if any) are held by the Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by (i) requiring the outstanding Loans to be prepaid with the Borrower’s consent proceeds of a new Borrowing, (not ii) causing non-increasing Lenders to assign (at par, with accrued interest and fees) portions of their outstanding Loans to Persons that are becoming Lenders (or increasing their Commitments), or (iii) any combination of the foregoing. Any prepayment or assignment described in this Section 5.05(c) shall be unreasonably withheld) and furnished subject to the other parties heretoSection 5.11, but shall otherwise be without premium or penalty. (cd) Notwithstanding the foregoing, no Incremental increase in any Commitment shall become effective under this Section 2.22 5.05 unless (i) on the date of such effectivenessthereof, the conditions set forth in paragraphs Section 7.02(b) (bwithout giving effect to the parenthetical therein and with references therein to a Borrowing being deemed to be references to such increase, and with Section 6.05(a) being deemed for this purpose to refer to the most recent financial statements delivered pursuant to Sections 8.03(a) and (c8.03(b)) of Section 4.02 shall be satisfied and no Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required opinions (unless otherwise agreed by the Administrative Agent), in each case board resolutions (or reaffirmation of the continuing effectiveness of previously adopted board resolutions applicable thereto) and certificates consistent with those delivered on the Effective Date under Section 4.01 Sections 7.01(b) and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans7.01(e). (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the and each Swingline Lender (which approval shall not be unreasonably withheld, delayed withheld or conditioned) and the Borrower (in its sole discretiondelayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate Margin and Commitment Fee Rate applicable to the then then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.17 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (bc) and (cd) of Section 4.02 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.1 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, time (but on one or not more than two occasions), request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Lenders (Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretionLender; provided, provided that (i) each Incremental Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 1.0 million and a minimum amount of $10,000,000 (5.0 million or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the “Increased Amount Date”date of such notice). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of each Incremental Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments Commitment and the Incremental Loans evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.15 unless (i) on the date representations and warranties of such effectiveness, the conditions set forth Borrower and each other Loan Party contained in paragraphs (b) this Agreement and (c) of Section 4.02 the other Loan Documents shall be satisfied and the Administrative Agent true in all material respects on such date, (ii) no Default or Event of Default shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borroweroccurred or be continuing or would result therefrom, and (iiiii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) an officer’s certificate executed by a Responsible Officer of the Borrower certifying, together with (unless otherwise specified in the applicable Incremental Assumption Agreement) legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required requested by the Administrative Agent, in each case Agent and consistent with those delivered on the Effective Closing Date under Section 4.01 4.01, (iv) all fees and such additional documents and filings as expenses owing to the Administrative Agent may reasonably require to assure that or the Loans Incremental Lenders in respect of connection with such Incremental Commitments are secured by shall have been paid and (v) the Collateral ratably with all Incremental Assumption Agreement and any other Loans. (d) Each of the parties hereto hereby agrees that documents entered into in connection therewith shall be reasonably satisfactory to the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basisAgent.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on two occasions during the period from time the Closing Date to time, on one or more occasionsthe date five Business Days prior to the Maturity Date, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed less than $25,000,000 per request and not more than $150,000,000 in the Incremental Commitment Cap aggregate from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental New Term Loan Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (3ii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The Borrower terms and provisions of the New Term Loans and the incremental Commitments shall have no obligation be identical to offer any Lender the opportunity to participate in any Incremental Commitmentsexisting Loans. (b) The Borrower Borrowers and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrowers shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrower’s consent (not New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.2 shall be satisfied assuming a Loan were then being made and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the and each Swingline Lender (which approval shall not be unreasonably withheld, delayed withheld or conditioned) and the Borrower (in its sole discretiondelayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate Margin and Commitment Fee Rate applicable to the then then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 1 million and a minimum amount of $10,000,000 25 million (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.17 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (bc) and (cd) of Section 4.02 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.1 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to time, on one or more occasionsthe eighteen (18) month anniversary of the Closing Date, request Incremental incremental Term Commitments and/or incremental Revolving Commitments, as applicable, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $130,000,000 from one or more Incremental additional Term Lenders and/or additional Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental incremental Term Loans and/or incremental Revolving Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental incremental Revolving Lender and incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld) unless, delayed or conditioned)in the case of any incremental Lender, the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Term Commitments and/or incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Term Commitments and incremental Revolving Commitments, which when taken together with all other incremental Commitments, shall not exceed $130,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Term Commitments and/or incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of the Borrower, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Term Commitments and/or incremental Revolving Commitments. (b) The Borrower and each Incremental incremental Term Lender and/or incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Term Commitment of such incremental Term Lender and/or incremental Revolving Commitment of such incremental Revolving Lender. Each such documentation shall specify the terms of the applicable incremental Term Loans and/or incremental Revolving Commitments; provided, that (i) the incremental Term Loans shall rank pari passu in right of payment and of security with the Term Loans and shall have the same terms as the Term Loans (including as to pricing, maturity and amortization) and (ii) from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Term Commitments and/or incremental Revolving Commitments evidenced thereby (including adjusting the Revolving Percentages and/or the Term Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments and/or Term Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may and/or Term Commitments shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and/or Term Commitments and the Borrower’s consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Term Commitment or incremental Revolving Commitment shall become effective under this Section 2.22 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Term Commitment and/or incremental Revolving Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all incremental Term Loans (other than Term Loans) in the form of additional Term Loans, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower maymay at any time or from time to time after the Closing Date, by written notice to the Administrative Agent from time to timeAgent, on request (an “Incremental Loan Request”) (i) one or more occasionsadditional tranches of term loans (the “Incremental Term Loans”), request which may be of the same Facility as any outstanding Term Loans (a “Term Loan Increase”) or a new Class of Term Loans (collectively with any Term Loan Increase, the “Incremental Commitments in an additional aggregate principal amount not to exceed Term Facilities”) and/or (ii) the Incremental Commitment Cap from establishment of one or more revolving credit commitments or one or more increases in the amount of the Revolving Credit Commitments (a “Revolving Commitment Increase” and, collectively with any such new revolving credit commitments, the “Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Revolving Credit Commitments”; the Incremental Revolving Credit Commitments, as collectively with any Incremental Term Facilities, the case may be“Incremental Facilities”), in their own discretioneach case incurred by a Loan Party; provided, that however: (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which Term Facility shall be in minimum an aggregate principal amount that is not less than $10,000,000 and shall be in increments of $1,000,000 in excess thereof (provided that such amount may be less than $10,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence) and a minimum each Incremental Revolving Credit Commitment shall be in an aggregate principal amount that is not less than $5,000,000 and shall be in increments of $10,000,000 1,000,000 in excess thereof (or provided that such lesser amount as may be less than $5,000,000 if such amount represents all remaining availability under the Administrative Agent may agree) or equal to limit set forth in the remaining Incremental Amountnext sentence), ; (2ii) the aggregate principal amount of Incremental Commitments, which Revolving Credit Commitments shall not exceed $25,000,000 at any time; (iii) the aggregate principal amount of all Incremental Facilities shall not exceed the Incremental Amount, and Cap; and (3iv) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness proceeds of any Incremental Assumption Agreement, this Agreement shall be deemed amended Term Facility incurred pursuant to the extent (but only Incremental Dollar Basket shall not be used to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized make Restricted Payments in writing by the Administrative Agent connection with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties heretoany Permitted SPAC Transaction. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request prior to the Maturity Date, the establishment of Incremental Commitments; provided that the aggregate, cumulative amount of all Incremental Commitments in an additional aggregate principal amount established pursuant to this Section 2.19 after the Closing Date shall not to exceed $150,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of Commitments shall be effective, which shall be entitled to agree a date not less than 10 Business Days (or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, shorter period as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among by the Borrower and Agent) after the Incremental Lenders providing date on which such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable notice is delivered to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause Agent, (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested and (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2iii) the identity of each Lender or other Person that the Borrower proposes become an Incremental Lender with respect thereto, together with the proposed aggregate amount of Incremental Commitments, which shall not exceed the Incremental AmountCommitment for each such Lender or other Person (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (3y) any such Person that is not a Lender must be an Eligible Assignee that is reasonably acceptable to the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”Agent and each Issuing Bank). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower terms and conditions of any Incremental Commitment and Loans and other extensions of credit to be made thereunder shall be identical to the terms and conditions of the Commitments and Loans and other extensions of credit made thereunder. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Agent; provided that no Incremental Commitments shall execute become effective unless (i) no Default or Event of Default shall have occurred and deliver be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) after giving effect to and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof, the Borrower shall be in compliance with the covenants set forth in Section 6.12 on a pro forma basis as if such Loans or other extensions of credit had been incurred or assumed on the first day of the Test Period most recently ended on or prior to the Administrative date of such effectiveness, (iv) the Borrower shall make any payments required to be made pursuant to Section 2.14 in connection with such Incremental Commitments and the related transactions under this Section 2.19 and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Agent, to give effect to the provisions of this Section 2.19. (d) Upon effectiveness of an Incremental Assumption Agreement. Each Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii)(A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the aggregate amount of the parties hereto hereby agrees that Lenders’ Commitments shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Assumption AgreementCommitment, this Agreement the Credit Exposure of the Incremental Lender holding such Commitment, and the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of the effectiveness of any Incremental Commitments, each Lender shall be deemed amended to have assigned to each Incremental Lender holding such Incremental Commitments, and each such Incremental Lender shall be deemed to have purchased from each Lender, in an amount equal to the principal amount thereof (together with accrued and unpaid interest), such interests in the Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit will be held by all the Lenders (including such Incremental Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Commitments. Any Loans outstanding immediately prior to the date of the effectiveness of such Incremental Commitments that are Eurodollar Loans will (except to the extent (but only otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Lenders holding such Loans immediately prior to the extentdate of the effectiveness of such Incremental Commitments, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time such Loans will be repaid or refinanced with new Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Lenders (including the Incremental Lenders) necessary after giving effect to increase the Commitments effectiveness of such Incremental Commitments; provided, however, that upon the occurrence of any Event of Default, each Incremental Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Loans of other Lenders so that, after giving effect thereto, all Loans that are Eurodollar Loans are held by the Lenders (including the Incremental Lenders) in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04, provided that the parties hereto hereby consent to such assignments and the minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. Any ABR Loans outstanding on the date of the effectiveness of such Incremental Commitments shall either be prepaid on such date or refinanced on such date (subject to the satisfaction of applicable borrowing conditions) with Loans made on such date by the Lenders (including the Incremental Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Incremental Lender will make ABR Loans by transferring funds to the Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Incremental Lender’s Incremental Commitment by the aggregate amount of the Lenders’ Commitments (after giving effect to the effectiveness of the Incremental Commitments evidenced thereby. Any on such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withhelddate) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) such funds will be applied to the Administrative prepayment of outstanding ABR Loans held by the Lenders other than the Incremental Lenders, and transferred by the Agent to the Lenders other than the Incremental Lenders, in such amounts so that, after giving effect thereto, all ABR Loans will be held by the Lenders in accordance with their then-current Applicable Percentages. On the date of the effectiveness of such Incremental Commitments, the Borrower will pay to the Agent, for the accounts of the Lenders receiving such prepayments, accrued and unpaid interest on the aggregate principal amount of the Loans of the Borrower being prepaid. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) The Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required notify Lenders promptly upon receipt by the Administrative AgentAgent of any notice from the Borrower referred to in Section 2.19 and of the effectiveness of any Incremental Commitments, in each case consistent with those delivered on advising the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each Lenders of the parties hereto hereby agrees that details thereof and of the Administrative Agent may take any Applicable Percentages of the Lenders after giving effect thereto and all action as may be reasonably necessary of the assignments deemed to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basishave been made pursuant to Section 2.19(e).

Incremental Commitments. (a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request (x) Incremental Term Loan Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (Term Lenders, which may include any existing Lender Lender, and (each y) in the event that the Revolving Facility is terminated (other than in connection with the incurrence of Permitted Refinancing Indebtedness in respect thereof) and the Liens granted to secure obligations thereunder released, lending commitments hereunder in respect of one or more revolving facilities (“Incremental Revolving Commitments”) from one or more lenders, which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretioninclude any existing Lender; provided, provided that (i) each Incremental Term Lender (if not already a Lender hereunder) and each lender (an “Incremental Revolving Lender” and, together with any Incremental Term Lender, an “Incremental Lender”) in respect of any such revolving facility (an “Incremental Revolving Facility” and, together with the Other Term Loans of any Class, an “Incremental Facility”), shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioneddelayed) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each the aggregate amount of Incremental Term Loan Commitments and Incremental Revolving Commitments shall not exceed the initial Incremental Commitment shall be on the same terms as the existing Commitments (except with respect Amount minus any reductions thereof pursuant to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iiSection 2.13(c). Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments or Incremental Revolving Commitments, as applicable, being requested (which shall not exceed the then-current Incremental Commitment Amount and shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 20,000,000 or equal to the remaining Incremental Commitment Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments or Incremental Revolving Commitments, as applicable, are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the “Increased Amount Date”date of such notice (which time periods for notice may be modified or waived at the discretion of the Administrative Agent)). Each Class of Incremental Term Commitments established under this Section 2.22 is referred to herein as “Other Term Loans” and will rank pari passu in right of payment with the Term Loans and will benefit equally and ratably from the Liens under the Security Documents. Each Class of Other Term Loans will have terms and conditions substantially identical to those applicable to the Term Loan Commitments and the Term Loans (other than with respect to pricing, amortization, maturity and any different drawing conditions that are agreed to in the applicable Incremental Term Loan Assumption Agreement) and will be otherwise on the terms and subject to the conditions reasonably satisfactory to the Administrative Agent. The Borrower extensions of credit pursuant to each Class of Incremental Revolving Commitments established under this Section 2.22 (which may include both loans and letters of credit) will rank pari passu in right of payment and (except with respect to certain cash collateral required to be posted under certain circumstances to secure letter of credit reimbursement obligations) will benefit equally and ratably with the Term Loans from the Liens under the Security Documents with respect to the Collateral and may have such other customary terms and provisions (including with respect to pricing, amortization of commitments, maturity and lending conditions) as may be agreed to in the applicable Incremental Revolving Facility Assumption Agreement and as are reasonably satisfactory to the Administrative Agent, provided that, so long as Term Loans or Other Term Loans of any Class are outstanding hereunder, the Incremental Revolving Commitments of any Class and loans or other credit extensions thereunder shall have no obligation not be subject to offer any Lender mandatory reductions or prepayments from (or calculated on the opportunity to participate basis of) the Net Cash Proceeds from Asset Sales or issuances of Indebtedness or from portions of Excess Cash Flow that, in any case, are required hereunder, prior to giving effect to any Incremental CommitmentsRevolving Facility, to be applied to the prepayment of Term Loans or Other Term Loans. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement or Incremental Revolving Facility Assumption Agreement, as the case may be, and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Term Loan Assumption Agreement shall specify the terms of the Other Term Loans to be made thereunder; provided that, without the prior written consent of Term Lenders holding a majority of the principal amount of the outstanding Term Loans, (i) the final maturity date of any Other Term Loans shall be no earlier than the Term Loan Maturity Date, (ii) the Weighted Average Life to Maturity of any Other Term Loans shall be no shorter than the average life to maturity of the Term Loans and (iii) if the interest rate spread applicable to any Other Term Loans (which, for this purpose, shall be deemed to include all upfront or similar fees or original issues discount, but excluding any underwriting, arrangement, structuring or other fees payable in connection therewith that are not generally shared with the Lenders (collectively, “Upfront Payments”), in each case, paid to the Incremental Lenders in respect of such Other Term Loans) exceeds the interest rate spread applicable to the Term Loans (taking into account the Upfront Payments paid to the Lenders in respect of the establishment of the Term Loans) by more than 0.25%, then the interest rate spread applicable to the Term Loans shall be increased so that it equals (after taking into account Upfront Payments made in respect of the establishment of the Term Loans) the interest rate spread applicable to the Other Term Loans. For purposes of the foregoing, any original issue discount associated with the Term Loans or any Other Term Loans will be converted to an interest rate spread equivalent by dividing the percentage amount of such original issue discount by the lesser of (A) the Weighted Average Life to Maturity of such Loans and (B) four. (i) Each Incremental Facility Agreement shall require the consent of only the Borrower, the Administrative Agent and the Incremental Lenders providing the applicable Incremental Facility, but, in each case, not the consents of any other Lenders. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Facility Agreement, this Agreement and the other Loan Documents (other than the Intercreditor Agreement) shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments Facility evidenced thereby, including the amount and final maturity thereof, any provisions relating to amortization and the interest to accrue and be payable thereon and any fees to be payable in respect thereof, and to effect such other changes (including changes to the provisions of Sections 2.16 and 9.08(b), the definition of “Required Lenders” and any other provisions of any Loan Document specifying the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or modify any rights under the Loan Documents or make any determination or grant any consent under the Loan Documents) as the Borrower and the Administrative Agent shall deem necessary or advisable in connection with the establishment of such Incremental Facility. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (cd) Notwithstanding the foregoing, no Incremental Commitment Facility Agreement shall become effective under this Section 2.22 unless (i) on the date of such effectiveness and after giving effect to the making of any Other Term Loans contemplated thereby or the full utilization of the Incremental Revolving Commitments contemplated thereby, the Consolidated Senior Secured Leverage Ratio would be less than 3.00 to 1.00, (ii) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.03 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (iiiii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as it shall reasonably request relating to the extent reasonably required by the Administrative Agentsuch Incremental Facility, in each case consistent with those delivered on the Effective Funding Date under pursuant to Section 4.01 and such additional documents and filings as the 4.02. The Administrative Agent may reasonably require shall promptly notify each Lender as to assure that the Loans in respect effectiveness of each Incremental Commitments are secured by the Collateral ratably with all other LoansFacility Agreement. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Prior to the Commitment Termination Date, Borrower may, by written notice to the Administrative Agent, request an increase to the existing Commitments (any such increase, any “Incremental Commitment”); provided, this Section 2.14 shall not apply to any increase in the Commitments pursuant to Section 2.01(b). (b) Any such requested increase shall be a pro rata increase in the CP Advance Rate Commitments and the LIBO Rate Commitments. (c) No increase to the existing Commitments shall occur, and no Person may provide an Incremental Commitment, in each case, without the prior written consent of the Administrative Agent, which consent shall be in the sole discretion of the Administrative Agent from and the Lenders (each approved Person, if any, an “Incremental Lender”). (d) No Lender or any other Person shall have any obligation to provide any or all of the Incremental Commitments until such time such Person becomes an Incremental Lender, and any Lender may elect or decline, in its sole discretion, to timeprovide an Incremental Commitment. (e) Each Incremental Commitment shall become effective as of the date agreed to among Borrower, the Administrative Agent and the applicable Incremental Lenders (the “Incremental Increase Date”), so long as (i) no Termination Event shall exist on such Incremental Increase Date before or after giving effect to such Incremental Commitments; (ii) the Incremental Commitments shall be effected pursuant to one or more occasionsjoinder agreements, request Incremental Commitments in an additional aggregate principal amount not form and substance satisfactory to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (Administrative Agent, and each of which shall be entitled to agree or decline to participate recorded in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender Register and shall be subject to the approval of requirements set forth in Section 2.11(c); and (iii) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. (which approval f) On any Incremental Increase Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Lender having an existing Commitment of a Class of Advances shall not be unreasonably withheldassign to each of the Incremental Lenders having a Commitment of such Class of Advances, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless each such Incremental Lender is a shall purchase from each such Lender, at the principal amount thereof (together with accrued interest), such interests in the Class of Advances outstanding on the Incremental Increase Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Class of Advances will be held by such Lenders having existing Commitments of such Class of Advances and Incremental Lenders ratably in accordance with their Commitments after giving effect to the addition of such Incremental Commitments to the Commitments; (ii) each Incremental Commitment shall be on the same terms as the existing Commitments deemed for all purposes a Commitment of a Class of Advances and each Advance made thereunder (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the an “Incremental Lenders providing such Incremental CommitmentsAdvance”) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments deemed, for all purposes, an Advance of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, Class and (3iii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver become a Lender with respect to the Incremental Commitment and all matters relating thereto. (g) The Administrative Agent an Incremental Assumption Agreement. Each of shall notify the parties hereto hereby agrees that Lenders, promptly upon the effectiveness determination of any Incremental Assumption AgreementIncrease Date, this Agreement shall be deemed amended to the extent of (but only to the extenti) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the BorrowerIncremental Lenders, and (ii) in the Administrative Agent shall have received legal opinionscase of each notice to any Lender having CP Rate Exposure or LIBO Rate Exposure, board resolutions and other closing certificates and documentation as the case may be, the respective interests in such Lender’s Advances, in each case subject to the extent reasonably required assignments contemplated by this Section 2.14. (h) The terms and provisions of the Incremental Advances shall be identical to the Advances. (i) Each agreement pursuant to which any Incremental Commitments and Incremental Advances are effected may, without the consent (subject to Section 9.10) of any the Lenders but with the consent of Borrower, effect such amendments to this Agreement and the other Transaction Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, in each case consistent with those delivered on to effect the Effective Date under provision of this Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans2.14. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to three (3) occasions during the period from time the Closing Date to time, on one or more occasionsthe thirty (30) month anniversary of the Closing Date, request Incremental incremental Revolving Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $70,000,000 from one or more Incremental additional Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Revolving Commitments in their own discretion; provided, that (i) each Incremental incremental Revolving Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Revolving Commitments, which when taken together with all other incremental Revolving Commitments, shall not exceed $70,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of the Borrower, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Revolving Commitments. (b) The Borrower and each Incremental incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Revolving Commitment of such incremental Revolving Lender. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Revolving Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrower’s consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.22 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Revolving Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The After the Restatement Effective Date has occurred, the Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount available at the time such Incremental Term Loans are funded or Incremental Revolving Facility Commitments are established (except as set forth in clause (C) of the third paragraph under Section 6.01 of this Agreement as in effect immediately prior to the Amendment Agreement Effective Date) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which which, in each case, may include any existing Lender (each of which Lender, but shall be entitled required to agree or decline to participate be persons which would qualify as assignees of a Lender in its sole discretion)accordance with Section 9.04) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own sole discretion; provided, that (i) each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the Issuing Bank and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed conditioned or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, or equal to the remaining Incremental AmountAmount or, in each case, such lesser amount approved by the Administrative Agent), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective effective, (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which shall together with any then outstanding Term A Loans, Term A- -1 Loans or Term B Loans, as applicable, form a single Class of) Term A Loans, Term A--1 Loans or Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Term A Loans, Term A- -1 Loans and Term B Loans (“Increased Amount DateOther Incremental Term Loans”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the parties applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided, that: (i) any (x)(A) commitments to make additional Term B Loans shall have the same terms as the Term B Loans, and shall form part of the same Class as the Term B Loans, (B) commitments to make additional Term A Loans shall have the same terms as the Term A Loans, and shall form part of the same Class as the Term A Loans (and shall only be permitted to the extent they are primarily syndicated to regulated banks in the primary syndication thereof) and (C) commitments to make additional Term A- -1 Loans shall have the same terms as the Term A- -1 Loans, and shall form part of the same Class as the Term A- -1 Loans (and shall only be permitted to the extent they are primarily syndicated to regulated banks in the primary syndication thereof) and (y) Incremental Revolving Facility Commitments shall have the same terms as the then outstanding Class of Revolving Facility Commitments (or, if more than one Class of Revolving Facility Commitments is then outstanding, the Revolving Facility Commitments with the then latest Revolving Facility Maturity Date) and shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of all then outstanding Revolving Facility Commitments, (ii) the Other Incremental Term Loans incurred pursuant to this Section 2.21 shall rank equally and ratably in right of security with the Term A Loans and Term B Loans, (iii) (x)(1) other than with respect to Permitted Earlier Maturity Debt, the final maturity date of any Incremental Term A Loans shall be no earlier than the Term A Maturity Date in effect at the date of incurrence of such Incremental Term A Loans and (2) subject to clause (i) above, except as to pricing, amortization, final maturity date and participation in mandatory prepayments (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), shall have terms that (as determined by the Borrower in good faith) are no more restrictive, taken as a whole, to the Borrower and its Subsidiaries, than the Term A Loans or such other terms as shall be reasonably satisfactory to the Administrative Agent and (y) (1) other than with respect to Permitted Earlier Maturity Debt, the final maturity date of any Incremental Term Loans that are not additional Term A Loans, additional Term A--1 Loans, additional Term B Loans or Incremental Term A Loans shall be no earlier than the Term B Maturity Date in effect at the date of incurrence of such Incremental Term Loans and (2) except as to pricing, amortization, final maturity date and participation in mandatory prepayments (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), shall have the terms that (as determined by the Borrower in good faith) are no more restrictive, taken as a whole, to the Borrower and its Subsidiaries, than the Term B Loans or such other terms as shall be reasonably satisfactory to the Administrative Agent, (iv) other than Permitted Earlier Maturity Debt, (x) the Weighted Average Life to Maturity of any Incremental Term A Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term A Loans and (y) the Weighted Average Life to Maturity of any Incremental Term Loans that are not additional Term A Loans, additional Term B Loans or Incremental Term A Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans, (v) with respect to any Other Incremental Term Loan incurred prior to the date that is 12 months after the Restatement Effective Date, the All-in Yield shall be as agreed by the respective Incremental Term Lenders and the Borrower, except that the All-in Yield in respect of any such Other Incremental Term Loan may exceed the All-in Yield in respect of the Term B Loans by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided, that to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Incremental Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Eurodollar Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Term B Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Incremental Term Loans prior to any increase in the Applicable Margin applicable to such Term B Loans then outstanding (this clause (v), the “MFN Provision”), (vi) such Other Incremental Term Loans may require participation on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) with the Term A Loans, Term A- -1 Loans and Term B Loans in any mandatory prepayment hereunder, (vii) there shall be no borrower (other than the Borrower) or guarantor (other than the Guarantors) in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments, (viii) Other Incremental Term Loans and Incremental Revolving Facility Commitments shall not be secured by any asset of the Borrower or its Subsidiaries other than the Collateral, and (ix) the Borrower shall be in compliance with the Financial Covenants (if applicable) at the time of the incurrence of such Incremental Term Loans and/or Incremental Revolving Facility Commitments on a Pro Forma Basis for the then most recently ended Test Period. Each party hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced therebythereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed amendment “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) no Default or Event of Default shall exist; provided, that in the event that any tranche of Incremental Term Loans is used to finance a Limited Condition Transaction, (A) to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (i) and clause (ix) of the preceding paragraph (b) shall be tested at the time of the execution of the acquisition agreement, the declaration of the dividend by the Board of Directors of the Borrower or the applicable Subsidiary or the giving of the irrevocable notice of repayment or redemption, as applicable related to such Limited Condition Transaction (provided, that such Incremental Term Lenders shall not be permitted to waive any Default or Event of Default then existing or existing after giving effect to such tranche of Incremental Term Loans) and (B) no Event of Default shall exist under Section 7.01(a) or, with respect to the Borrower only, under Sections 7.01(h) or 7.01(i) at the time such Incremental Term Loans are incurred; (ii) the representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect,” in which case, such representations and warranties shall be true and correct); provided, that in the event that the tranche of Incremental Term Loans is used to finance a Limited Condition Transaction and to the extent the Incremental Term Lenders participating in such tranche of Incremental Term Loans agree, the foregoing clause (ii) shall be limited to the Specified Representations (with the representation in Section 3.18 made on the date of funding of such effectiveness, the conditions set forth Incremental Term Loans and after giving effect to such Limited Condition Transaction and other transactions on such date in paragraphs (bconnection therewith) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer those representations of the Borrower, seller or the target company (as applicable) included in the acquisition agreement related to the person or business to be acquired that are material to the interests of the Lenders and only to the extent that the Borrower or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a failure of such representations to be accurate; and (iiiii) the Administrative Agent shall have received documents and legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case opinions consistent with those delivered on the Restatement Effective Date under Section 4.01 and as to such additional documents and filings matters as are reasonably requested by the Administrative Agent. The Administrative Agent may reasonably require shall promptly notify each Lender as to assure that the Loans in respect effectiveness of each Incremental Commitments are secured by the Collateral ratably with all other LoansAssumption Agreement. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of EurodollarTerm SOFR Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. (e) Notwithstanding anything to the contrary in this Agreement: (1) this Section 2.21 is for the benefit of the Borrower and shall be applicable to a transaction only at the Borrower’s express election (provided the requirements of this Section 2.21 are otherwise met); and (2) the Transaction Support Agreement Transactions were not implemented pursuant to this Section 2.21 and this Section 2.21 does not and will not apply to the Transaction Support Agreement Transactions.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Commitments and/or Incremental Revolving Credit Commitments, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Term Loan Amount or the Incremental Revolving Loan Amount, as applicable, from one or more Incremental Term Lenders (and/or Incremental Revolving Credit Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretionLender; provided, provided that (i) each Incremental Term Lender and Incremental Revolving Credit Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldand, delayed or conditioned)in the case of an Incremental Revolving Credit Lender, the Issuing Bank and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed withheld or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental Term Commitments and/or Incremental Revolving Credit Commitments being requested (which shall be in minimum increments integral multiples of $1,000,000 and a minimum amount of $10,000,000 (5,000,000 or such lesser in an amount as the Administrative Agent may agree) or equal to the remaining Incremental Term Loan Amount or the Incremental Revolving Loan Amount, as applicable), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Commitments and/or Incremental Revolving Credit Commitments are requested to become effective (which shall not be less than 10 Business Days after the date of such notice) and (iii) in the case of Incremental Term Commitments, whether such Incremental Term Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Increased Amount DateOther Term Loans”). The Borrower For the avoidance of doubt, (x) no Lender shall have no any obligation to offer make an Incremental Term Loan or to assume an Incremental Revolving Credit Commitment and (y) no approval from the Administrative Agent or the Lenders shall be required with regard to, and neither the Administrative Agent nor any Lender shall have the opportunity right to participate in object to, challenge or obstruct, any request by the Borrower to the Administrative Agent to arrange for the making of any Incremental CommitmentsTerm Loan or Incremental Revolving Credit Commitment. (b) The Borrower and each Incremental Term Lender and/or Incremental Revolving Credit Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and/or an Incremental Revolving Credit Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Commitment of such Incremental Term Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Credit Lender. Each such agreement shall specify the terms of the Incremental Term Loans and/or Incremental Revolving Credit Commitments to be made thereunder; provided, however, that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Other Term Loans shall be no earlier than (A) the final maturity date of any other Class of Term Loans and (B) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, the date falling six months after the final maturity date of each such adversely affected Class; (ii) the average life to maturity of any Other Term Loans shall be no shorter than (A) the average life to maturity of any other Class of Term Loans and (B) if the initial yield (determined as provided below) on such Other Term Loans exceeds the Applicable Percentage then in effect for Eurodollar Term Loans of any Class, six months longer than the average life to maturity of each such adversely affected Class; and (iii) if the initial yield on any Other Term Loans (as determined by the Administrative Agent to be equal to the sum of (A) the margin over the Adjusted LIBO Rate applicable to the Other Term Loans and (B) if the Other Term Loans are initially made at a discount or the lenders making the same receive an “upfront” fee (as opposed to an “arrangement” or similar fee paid solely to the arranger or arrangers of such Other Term Loans) from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Other Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Applicable Percentage for Eurodollar Term Loans of any Class, then the Applicable Percentage for each adversely affected Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of the Other Term Loans. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Assumption Agreement or Incremental Revolving Credit Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Term Loan Assumption Agreement or Incremental Revolving Credit Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments Term Commitment or Incremental Revolving Credit Commitment evidenced therebythereby and any increase to the Applicable Percentages required by the foregoing provisions of this Section 2.24(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Commitment or Incremental Revolving Credit Commitment shall become effective under this Section 2.22 2.24 unless (i) on or before the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Term Lenders or Incremental Revolving Credit Lenders, as the case may be) legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and (iii) in the case of an Incremental Term Commitment the Borrower would be in Pro Forma Compliance after giving effect to such additional documents Incremental Term Commitment and filings as the Administrative Agent may reasonably require to assure that the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.11(a) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.” (e) Section 3.23

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Revolving Facility Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Revolving Lender is a Lender, and (ii) each Incremental Revolving Facility Commitment shall be on the same terms as the existing Revolving Facility Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments Revolving Facility hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $1,000,000 5.0 million and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 25.0 million or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Revolving Facility Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Lender. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments Revolving Facility by the amount of the Incremental Revolving Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerCompany, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) The At any time prior to the Latest Maturity Date, the Borrower may, by written notice to the Administrative Agent from time (which the Administrative Agent shall promptly furnish to timeeach Lender), on request that one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders Persons (which may include any the then-existing Lenders; provided that no Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing obligated to provide such Incremental Commitments and any such Lender may elect or decline in its sole discretion to provide Incremental Commitments) establish Incremental Revolving Credit Commitments or Incremental Term Loans under this paragraph ‎(a), as the case may be, in their own discretion; provided, it being understood that (iw) each if such Incremental Lender shall Term Loan Commitment is to be subject to the approval of provided by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to ‎Section 9.04(b) in the event of an assignment to such Person (which approval shall such consent not to be unreasonably withheld, delayed or conditioned), (x) if such Incremental Revolving Credit Commitment is to be provided by a Person that is not already a Revolving Lender, the Swingline Administrative Agent and each Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to ‎Section 9.04(b) in the event of an assignment to such Person (which approval shall such consent not to be unreasonably withheld, delayed or conditioned) and (y) the Borrower (in its sole discretion) unless such may agree to accept less than the amount of any proposed Incremental Lender is a Lender, and (ii) each Commitment. The minimum aggregate principal amount of any Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as may be agreed by the Administrative Agent may agree) or equal to the remaining Incremental AmountAgent), (2) . In no event shall the aggregate amount of all Incremental CommitmentsCommitments pursuant to this paragraph ‎(a) (when taken together with any Incremental Equivalent Debt incurred prior to such date) exceed an amount equal to the sum of (i) the greater of $116,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period as of such time, which shall (ii) the aggregate principal amount of voluntary prepayments and loan buybacks pursuant to Dutch auctions and open market purchases, in the amount actually paid to retire such Indebtedness in connection with such buy-backs of (x) the Term Loans and any Incremental Equivalent Debt, (y) any Revolving Loans to the extent accompanied by a dollar-for-dollar permanent reduction in the Revolving Credit Commitments with respect thereto and (z) other Indebtedness secured on a pari passu basis to the Facilities, in each case, other than prepayments from proceeds of Long-Term Indebtedness or prepayments of Indebtedness incurred under clause (iii) below (including, without limitation, Indebtedness reclassified as having been incurred under clause (iii) below) and (iii) any additional amount so long as on the date of incurrence of such Incremental Commitment (subject to the terms of ‎Section 2.17(b) below), in the case of this clause ‎(iii), the First Lien Net Leverage Ratio on a Pro Forma Basis (assuming the full amount available thereunder is drawn and including the use of proceeds of all Indebtedness but without netting the cash proceeds thereof) does not exceed (A) 3.00 to 1.00 or (B) at the Incremental AmountBorrower’s option, and if incurred to finance a Permitted Acquisition or other similar Investment permitted by Section 6.04, the First Lien Net Leverage Ratio as in effect immediately prior to the consummation of such Permitted Acquisition or Investment (3this clause (iii) the date on which such “Incremental Commitments are requested to become effective (the “Increased Amount DateRatio Amount”). The Borrower may arrange for one or more banks or other financial institutions, which may include any Lenders, to extend Revolving Credit Commitments, provide Incremental Term Loans or increase their applicable existing Term Loans in an aggregate amount equal to the amount of the Incremental Commitment. In the event that one or more of such Persons offer to enter into such Revolving Credit Commitments, subject to satisfaction of the other conditions set forth herein, such Persons, each Issuing Bank and the Administrative Agent shall execute and deliver an Incremental Assumption Agreement. Incremental Term Loans may be made hereunder pursuant to an amendment, supplement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Loan Parties, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent. Each Incremental Assumption Agreement and each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Borrower and the Administrative Agent, to effect the provisions of this ‎Section 2.17. Notwithstanding the foregoing, no Incremental Revolving Credit Commitments or Incremental Term Loans shall become effective under this ‎Section 2.17 unless on the proposed date of the effectiveness of such Incremental Commitment (i) the Administrative Agent shall have received a certificate dated such date and executed by a Responsible Officer of the Borrower that, subject to the proviso set forth below, the conditions set forth in paragraphs ‎(a) and ‎(c) of ‎Section 4.02 shall have been satisfied, (ii) the Administrative Agent shall have received documents from the Borrower consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental Commitment and (iii) the Administrative Agent shall have received customary legal opinions or other certificates reasonably requested by the it in connection with any such transaction; provided that, with respect to any Incremental Commitment incurred for the primary purpose of financing a Limited Condition Transaction (“LCT-Related Incremental Commitments”), clause (i) of this sentence shall be deemed to have been satisfied so long as (1) as of the date of effectiveness of the related Limited Condition Transaction Agreement, no obligation Event of Default or Default is in existence or would result from entry into such Limited Condition Transaction Agreement, (2) as of the date of the initial borrowing pursuant to offer such LCT-Related Incremental Commitment, no Event of Default under clause ‎(a), ‎(b), ‎(h) or ‎(i) of ‎Section 7.01 is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in ‎Article III shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the applicable Limited Condition Transaction Agreement and (4) as of the date of the initial borrowing pursuant to such LCT-Related Incremental Commitment, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Administrative Agent and the Borrower) shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the incurrence of such LCT-Related Incremental Commitment. Nothing contained in this ‎Section 2.17 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender the opportunity to participate in increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any Incremental Commitmentstime. (b) The Borrower Loan Parties and each Incremental Term Loan Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement or Incremental Term Loan Amendment, as applicable, and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Loan Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement or Incremental Term Loan Amendment, as applicable, shall specify the terms of the parties applicable Incremental Term Loans and/or Incremental Revolving Credit Commitments; provided that: (i) any commitments to make Incremental Term Loans in the form of additional Initial Term B Loans (“Additional Term B Loans”) shall have the same terms (other than upfront fees) as the Initial Term B Loans, and shall form part of the same Class of Initial Term B Loans, (ii) any commitments to make Incremental Revolving Loans shall have the same terms (other than upfront fees) as the Initial Revolving Loans and shall form part of the same Class of Initial Revolving Loans, (iii) any commitments to make Term Loans with pricing, maturity, amortization and/or other terms different from the Initial Term B Loans (“Other Incremental Term Loans”) shall be subject to compliance with clauses ‎(iv) through (ix) below (without limiting the effect of such clauses in respect of Additional Term B Loans and Incremental Revolving Loans, as set forth therein), (iv) Incremental Loans shall be secured by Liens that rank equal in priority with the Liens securing the existing Loans and shall rank equal in payment priority with the existing Loans, (v) the final maturity date of any Other Incremental Term Loans shall be no earlier than the Latest Maturity Date applicable to Term Loans in effect at the date of incurrence of such Other Incremental Term Loans, and, except as to pricing, amortization, prepayments, final maturity date and ranking as to security and payment priority (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Loan Lenders in their sole discretion), the Other Incremental Term Loans shall have terms, to the extent not consistent with the Initial Term B Loans, that are not more favorable, taken as a whole, to the lenders providing such Incremental Term Loans than the terms of the Initial Term B Loans (except to the extent (x) such terms are conformed (or added) in for the benefit of the Initial Term B Loans pursuant to an amendment to this Agreement subject solely to the reasonable satisfaction of the Administrative Agent and the Borrower, (y) such terms are applicable solely to periods after the Latest Maturity Date of the Initial Term B Loans existing at the time of the incurrence of such incremental facility or (z) such terms reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith), (vi) the Weighted Average Life to Maturity of any Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loans with the longest remaining Weighted Average Life to Maturity, (vii) there shall be no borrower (other than the Borrower) or guarantor (other than the Guarantors) in respect of any Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, (viii) the Other Incremental Term Loans, for purposes of (x) any voluntary prepayments, may provide for the ability to participate on a pro rata basis, less than pro rata basis or greater than pro rata basis and (y) mandatory prepayments, may provide for the ability to participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except in respect of Refinancing Term Loans and Refinancing Notes). (ix) Incremental Term Loans and Incremental Revolving Credit Commitments shall not be secured by any assets other than the Collateral, and (x) the interest rate margins, currency, pricing, discounts, rate floors, fees and (subject to clause (vi) above) amortization schedule applicable to Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Loan Lenders; provided that in the event that the All-in Yield for any Incremental Term Loan is higher than the All-in Yield for the outstanding Initial Term B Loans hereunder immediately prior to the incurrence of the applicable Incremental Term Loans by more than 50 basis points, then the effective interest rate margin for the Initial Term B Loans at the time such Incremental Term Loans are incurred shall be increased to the extent necessary so that the All-in Yield for the Initial Term B Loans is equal to the All-in Yield for such Incremental Term Loans minus 50 basis points. Each party hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption AgreementAgreement or Incremental Term Loan Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced therebythereby as provided for in ‎Section 9.02. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this ‎Section 2.17 and any such Collateral and other documentation shall be deemed amendment “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) . Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. Notwithstanding anything to the contrary, this ‎Section 2.17 shall supersede any provisions in ‎Section 2.15 or ‎Section 9.02 to the contrary.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, denominated at the option of the Borrowers in Dollars and/or Euro and, in the case of any Incremental Revolving Facility Commitments, any Alternate Currency in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount available at the time such Incremental Commitments are established from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, provided that (i) each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldunless such Incremental Revolving Lender is a Revolving Facility Lender, delayed an Affiliate of a Revolving Facility Lender or conditioned), the Swingline an Approved Fund of a Revolving Facility Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless no consent would be required for an assignment to such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect person pursuant to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iiSection 9.04(b)(i)(B). Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be (x) in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 25,000,000 and (or y) minimum increments of €5,000,000 and a minimum amount of €25,000,000 if such lesser amount as the Administrative Agent may agree) Incremental Loans are denominated in Euro or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective effective, and (iii) (a) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to (and which together with any then outstanding Initial Term Loans form a single Class of) Initial Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Initial Term Loans (“Increased Amount DateOther Incremental Term Loans”) and (b) in the cash of Incremental Revolving Facility Commitment, whether such Incremental Revolving Facility Commitments are to be (x) Initial Revolving Facility Commitments or (y) commitments to make revolving loans with pricing and final maturity different from the Revolving Facility Loans (“Other Incremental Revolving Loans”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Borrowers and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and, such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided that (i) except as to pricing, amortization and final maturity date (which shall, subject to clauses (ii), (iii) and (v) of this proviso, be determined by the Borrowers and the Incremental Term Lenders in their sole discretion), the Other Incremental Term Loans shall have (A) substantially the same terms as the Initial Term Loans or (B) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Other Incremental Term Loans shall be no earlier than the then Latest Maturity Date and no Incremental Revolving Facility shall have a final maturity date, any scheduled amortization or any mandatory commitment reduction that occurs prior to the Latest Maturity Date of the Initial Revolving Facility, (iii) the Weighted Average Life to Maturity of any Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (iv) except as to pricing and final maturity date (which shall, subject to clause (ii) and (vi) of this proviso, be determined by the Borrowers and the Incremental Revolving Facility Lenders in their sole discretion), the Other Incremental Revolving Loans shall have (A) substantially the same terms as the Initial Revolving Facility or (B) such other terms as shall be reasonably satisfactory to the Administrative Agent, (v) in the event that the All-in-Yield for such Incremental Term Loan Commitments is greater than the All-in-Yield for the existing Initial Term B Loans by more than 50 basis points, then the Applicable Margin for the existing Term Loans, shall be increased to the extent necessary so that the All-in-Yield for such Incremental Term Loan Commitments is no more than 50 basis points higher than the All-in-Yield for the existing Initial Term B Loans, (vi) in the case of any Incremental Revolving Facility Commitments in effect prior to the one year anniversary of the Closing Date, in the event that the All-in-Yield (at any analogous point in the Pricing Grid) for such Incremental Revolving Facility Commitment is greater than the All-in-Yield for the existing Revolving Facility by more than 50 basis points, then the Applicable Margin for the existing Revolving Facility shall be increased so that the All- in-Yield for the existing Revolving Facility is no more than 50 basis points less than the All-in-Yield for the Incremental Revolving Facility Commitments, (vii) at the time of and immediately after giving effect to such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, no Event of Default or Default shall have occurred and be continuing and (viii) the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (except to the extent such representations and warranties are qualified by “materiality” or “Material Adverse Effect,” in which case such representations and warranties shall be true and correct in all respects), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced therebythereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Dutch Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (cii) of Section 4.02 shall be satisfied and except as otherwise specified in the applicable amendment, the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer (with sufficient copies for each of the BorrowerLenders providing such Other Incremental Term Loans or Incremental Revolving Loan Commitments) legal opinions with respect to customary matters, board resolutions, Notes and (ii) other customary closing certificates reasonably requested by the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loanssubsection 4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans) in the form of additional Initial Term Loans, when originally made, are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments that are Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Initial Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.17 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. (e) The Incremental Term Loans and Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Term Loans and Revolving Facility Loans and shall have the same Guarantees.

Incremental Commitments. (a) The Borrower After the Closing Date, the Borrowers may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Revolving Facility Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Lender shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under the Section 9.04, the applicable Issuing Banks and the applicable Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretiondelayed) unless such Incremental Revolving Lender is a an existing Lender, and (ii) each Incremental Revolving Facility Commitment shall increase either the U.S. Revolving Facility Commitments, the Canadian Revolving Facility Commitments, the U.K. Revolving Facility Commitments or the German Revolving Facility Commitments and shall be on the same terms as the existing Commitments (except other than with respect to any underwritingcommitment, arrangement, structuring, ticking, upfront or similar fees that may be agreed paid to among the Borrower and the Incremental Lenders providing such Incremental Revolving Lenders) as the existing U.S. Revolving Facility Commitments) , Canadian Revolving Facility Commitments, U.K. Revolving Facility Commitments or German Revolving Facility Commitments, as applicable, and in all respects shall become a part of the Commitments U.S. Revolving Facility, Canadian Revolving Facility, U.K. Revolving Facility or German Revolving Facility, as applicable, hereunder on such terms; provided, that, with provided that the consent of Applicable Margin (including the BorrowerPricing Grid), the Applicable Rate Unused Line Fee and Commitment Fee Rate applicable letter of credit fees applicable to the then existing Revolving Facility Commitments that is being increased by such Incremental Revolving Facility Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment Revolving Facility Commitments to comply with this clause (ii); provided, further, that the Canadian Revolving Facility Commitments shall not exceed $32,500,000, the U.K. Revolving Facility Commitments shall not exceed $47,500,000 and the German Revolving Facility Commitments shall not exceed $100,000,000. Such notice shall set forth (1i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $1,000,000 5 million and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 25 million or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Revolving Facility Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any ) and (iv) whether such Incremental Revolving Facility Commitments will constitute U.S. Revolving Facility Commitments, Canadian Revolving Facility Commitments, U.K. Revolving Facility Commitments or German Revolving Facility Commitments. (b) The Borrower Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments U.S. Revolving Facility, the Canadian Revolving Facility, the U.K. Revolving Facility or the German Revolving Facility, as the case may be, by the amount of the Incremental Revolving Facility Commitments evidenced thereby, except as required by clause (c) below. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, the applicable conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied satisfied, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the U.S. Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional customary documents and filings (including amendments to the Security Documents) as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of Term Rate Loans to Base Rate Loans, Daily Resetting Term Rate Loans or Daily Simple RFR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request prior to the Maturity Date, the establishment of Incremental Commitments; provided that the aggregate, cumulative amount of all Incremental Commitments in an additional aggregate principal amount established pursuant to this Section 2.19 after the Assignment and Amendment Effective Date shall not to exceed $25,000,000. Each such notice shall specify (i) the date on which the Borrower proposes that the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of Commitments shall be effective, which shall be entitled to agree a date not less than 10 Business Days (or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, shorter period as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among by the Borrower and Agent) after the Incremental Lenders providing date on which such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable notice is delivered to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause Agent, (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested and (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2iii) the identity of each Lender or other Person that the Borrower proposes become an Incremental Lender with respect thereto, together with the proposed aggregate amount of Incremental Commitments, which shall not exceed the Incremental AmountCommitment for each such Lender or other Person (it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (3y) any such Person that is not a Lender must be an Eligible Assignee that is reasonably acceptable to the date on which such Incremental Commitments are requested Agent and, to become effective (the “Increased Amount Date”extent applicable, each Issuing Bank). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower terms and conditions of any Incremental Commitment and other extensions of credit to be made thereunder may be (i) identical to the terms and conditions of the Commitments and Loans and other extensions of credit made hereunder, (ii) in a separate tranche of revolving loans and commitments or (iii) incurred in the form of term loans, in each case as agreed by the applicable Lenders. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrower, each Incremental Lender providing such Incremental Commitments and the Agent; provided that no Incremental Commitments shall execute become effective unless (i) no Default or Event of Default shall have occurred and deliver be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on such date, (ii) on the date of effectiveness thereof, the representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects, and (B) otherwise, in all material respects, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) after giving effect to and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof, the Borrower shall be in compliance with the covenants set forth in Section 6.12 on a pro forma basis as if such Loans or other extensions of credit had been incurred or assumed on the first day of the Test Period most recently ended on or prior to the Administrative date of such effectiveness, (iv) the Borrower shall make any payments required to be made pursuant to Section 2.14 in connection with such Incremental Commitments and the related transactions under this Section 2.19 and (v) the Borrower shall have delivered to the Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable judgment of the Agent, to give effect to the provisions of this Section 2.19 (including to evidence a separate tranche of revolving loans and commitments or term loans). (d) In the case of Incremental Commitments described in Section 2.19(b)(i), upon effectiveness of an Incremental Assumption Agreement. Each Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii)(A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the aggregate amount of the parties hereto hereby agrees that Lenders’ Commitments shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Assumption AgreementCommitment, this Agreement the Credit Exposure of the Incremental Lender holding such Commitment, and the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of the effectiveness of any Incremental Commitments described in Section 2.19(b)(i), each Lender shall be deemed amended to have assigned to each Incremental Lender holding such Incremental Commitments, and each such Incremental Lender shall be deemed to have purchased from each Lender, in an amount equal to the principal amount thereof (together with accrued and unpaid interest), such interests in the Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans and participations in Letters of Credit will be held by all the Lenders (including such Incremental Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Commitments. Any Loans outstanding immediately prior to the date of the effectiveness of such Incremental Commitments that are Eurodollar Loans will (except to the extent (but only otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Lenders holding such Loans immediately prior to the extentdate of the effectiveness of such Incremental Commitments, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time such Loans will be repaid or refinanced with new Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Lenders (including the Incremental Lenders) necessary after giving effect to increase the Commitments effectiveness of such Incremental Commitments; provided, however, that upon the occurrence of any Event of Default, each Incremental Lender will promptly purchase (for cash at face value) assignments of portions of such outstanding Loans of other Lenders so that, after giving effect thereto, all Loans that are Eurodollar Loans are held by the Lenders (including the Incremental Lenders) in accordance with their then-current Applicable Percentages. Any such assignments shall be effected in accordance with the provisions of Section 9.04, provided that the parties hereto hereby consent to such assignments and the minimum assignment amounts and processing and recordation fee set forth in Section 9.04(b) shall not apply thereto. Any ABR Loans outstanding on the date of the effectiveness of such Incremental Commitments shall either be prepaid on such date or refinanced on such date (subject to the satisfaction of applicable borrowing conditions) with Loans made on such date by the Lenders (including the Incremental Lenders) in accordance with their Applicable Percentages. In order to effect any such refinancing, (i) each Incremental Lender will make ABR Loans by transferring funds to the Agent in an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Incremental Lender’s Incremental Commitment by the aggregate amount of the Lenders’ Commitments (after giving effect to the effectiveness of the Incremental Commitments evidenced thereby. Any on such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withhelddate) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) such funds will be applied to the Administrative prepayment of outstanding ABR Loans held by the Lenders other than the Incremental Lenders, and transferred by the Agent to the Lenders other than the Incremental Lenders, in such amounts so that, after giving effect thereto, all ABR Loans will be held by the Lenders in accordance with their then-current Applicable Percentages. On the date of the effectiveness of such Incremental Commitments, the Borrower will pay to the Agent, for the accounts of the Lenders receiving such prepayments, accrued and unpaid interest on the aggregate principal amount of the Loans of the Borrower being prepaid. The Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required notify Lenders promptly upon receipt by the Administrative AgentAgent of any notice from the Borrower referred to in Section 2.19 and of the effectiveness of any Incremental Commitments, in each case consistent with those delivered on advising the Effective Date under Lenders of the details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments deemed to have been made pursuant to Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans2.19(e). (df) Each The Agent shall notify Lenders promptly upon receipt by the Agent of any notice from the Borrower referred to in Section 2.19 and of the parties hereto hereby agrees that the Administrative Agent may take effectiveness of any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing case advising the Lenders of outstanding Revolving Loans on a pro rata basisthe details thereof and of the Applicable Percentages of the Lenders after giving effect thereto and of the assignments deemed to have been made pursuant to Section 2.19(e).

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Revolving Facility Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Revolving Lender is a Lender, and (ii) each Incremental Revolving Facility Commitment shall be on the same terms as the existing Revolving Facility Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments Revolving Facility hereunder on such terms; provided, that, with the consent of the Borrower, provided that the Applicable Rate Margin (including the Pricing Grid) and the Commitment Fee Rate applicable to the then existing Revolving Facility Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment Revolving Facility to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $1,000,000 5 million and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 25 million or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Revolving Facility Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Lender. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments Revolving Facility by the amount of the Incremental Revolving Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative 89 Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied satisfied, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerCompany, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Loan Commitments in an additional aggregate principal amount not to exceed in the aggregate the Incremental Commitment Cap Amount from one or more Incremental Term Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Term Loan Commitments in their own discretion; provided, that (i) each Incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Term Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitmentseffective. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Assumption Agreement shall specify that from and after the effectiveness of the Incremental Assumption Agreement and the funding thereunder, the associated Incremental Term Loans shall thereafter be Term A Loans. or Term A-1 Loans, as the case may be. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary necessary, which includes amending Section 2.10, to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments evidenced therebythereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, provided that in the event that the Incremental Term Loan Commitments are used to finance a Permitted Business Acquisition, the condition regarding the accuracy of representations and warranties set forth in paragraph (b) of Section 4.01 shall be limited to customary “specified representations” and those representations included in the related acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, and the condition regarding the absence of a Default or Event of Default required by paragraph (c) of Section 4.01 shall be made by the Borrower at the time of the execution of the relevant acquisition agreement related to such Permitted Business Acquisition, (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansthe existing Term A Loans and (iii) the Borrower shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Incremental Term Loans are in respect the form of Incremental Commitmentsadditional Term A Loans or Term A-1 Loans, as applicable, when originally made, and are included in each Borrowing and repayment (including pursuant to Section 2.10(a)(i)) of outstanding Revolving Term A Loans or Term A-1 Loans, as applicable, on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (j) of this Section 2.20)) or any other Loan Document, pursuant to one or more offers made from time to time by the Borrower to all Lenders on a pro rata basis (“Extension Offers”), the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term A Loans to each such Lender and to otherwise modify the terms of such Lender’s Term A Loans pursuant to the terms of the relevant Extension Offer (including increasing the interest rate or fees and/or modifying the amortization schedule in respect thereof). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term A Loan (such extended Term A Loan, an “Extended Term Loan”). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans; provided that (i) except as to interest rates, fees, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term A Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be later than the Term A Facility Maturity Date, (iii) the weighted average life to maturity of any Extended Term Loans shall be longer than the remaining weighted average life to maturity of the Term A Loans, and (iv) other than as set forth in Section 2.11(g), any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term A Loan (or applicable portion thereof) will be automatically designated an Extended Term Loan. For purposes of this Agreement and the other Loan Documents, if such Extending Lender is extending a Term A Loan (or portion thereof), such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan. (h) [Reserved]. (i) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.20), (i) the aggregate amount of Extended Term Loans, will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (iii) except as set forth in the applicable Extension Offer, any Extending Lender may extend all or any portion of its Term A Loans pursuant to one or more Extension Offers (subject to applicable proration in the case of overparticipation) (including one or more extensions of any Extended Term Loan), (iv) there shall be no condition precedent to any Extension of any Term A Loan at any time or from time to time other than (A) delivery of notice to the Administrative Agent of such Extension and the terms of the Extended Term Loans implemented thereby and (B) a representation by the Borrower in the applicable Incremental Assumption Agreement that the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the effective date of such Extension, with the same effect as though made on and as of such date, except to the extent any such representation or warranty expressly relates to an earlier date (in which case such representation or warranty was true and correct in all material respects as of such earlier date), (v) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured on a pari passu basis with the Term A Loans and (vii) no Lender shall be required to consent to any extension of any Loan and/or Commitment (or any portion thereof), which consent shall be in each Lender’s sole discretion.

Incremental Commitments. (a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request additional Revolving Commitments (collectively, “Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Commitments”), from one or more Incremental Lenders (which may include any existing Lender in the sole discretion of such Lenders) or Eligible Assignees who will become Lenders, by an aggregate principal amount of up to One Hundred Million and 00/100 Dollars (each $100,000,000.00), so long as, after giving effect thereto, the aggregate amount of which the Revolving Commitments hereunder does not exceed Two Hundred Fifty Million and 00/100 Dollars ($250,000,000.00); provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), (A) no Material Default shall have occurred and be continuing or would result therefrom, and (B) the Consolidated Leverage Ratio shall be entitled less than or equal to agree or decline to participate in its sole discretionsixty percent (60%)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, further, that (i) each Incremental such Person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in connection with any additional Revolving Commitment, the L/C Issuer (which approval approvals shall not be unreasonably withheldconditioned, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount35,000,000), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental additional Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 calendar days after the “Increased Amount Date”date of such notice, unless otherwise agreed to by the Administrative Agent). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental additional Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments evidenced therebythereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding The terms of each additional Revolving Commitment shall be reasonably satisfactory to the foregoing, no Incremental Commitment Administrative Agent and in any event: (i) shall rank pari passu in right of payment and of security with the existing Revolving Loans; and (ii) all material terms of any additional Revolving Commitments and Revolving Loans under such additional Revolving Commitments shall be identical to the existing Revolving Commitments and Revolving Loans. (d) No additional Revolving Commitments shall become effective under this Section 2.22 unless (i) 2.11 unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (ba) and (cb) of Section 4.02 4.2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, ; and (ii) the Administrative Agent shall have received legal opinions(with sufficient copies for each of the additional Revolving Lenders) closing certificates, board resolutions opinions of counsel and other closing certificates and customary documentation to the extent reasonably required requested by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (de) In connection with any such additional Revolving Commitments, each existing Revolving Lender (other than a Defaulting Lender) that shall have agreed to provide an Incremental Commitment in connection therewith shall have the right, subject to the other terms and conditions of this Section 2.11, to provide a portion of such Incremental Commitment in an amount equal to (i) its Applicable Percentage of the existing Revolving Commitments, multiplied by (ii) the amount of such Incremental Commitment. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all that following the establishment of any additional Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of the outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding SOFR Borrowing to be converted into an ABR Borrowing on the date of each additional Revolving Commitment, or by requiring a pro rata basisprepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with the Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs).

Incremental Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Advances in their own sole discretion; provided, that (i) each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Section 9.07. Such notice shall set forth (1A) the amount of the Incremental Commitments being requested (which shall be in minimum increments multiples of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree25,000,000) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3B) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Incremental Advances shall have no obligation be in the form of term loans, and shall be made pursuant to offer any an amendment (each, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Agent and each applicable Incremental Lender. No Lender the opportunity shall be obligated to participate in any Incremental Commitmentsincrease its Commitments pursuant to this Section 2.20 unless it so agrees. (b) The Borrower Company and each Incremental Lender shall execute and deliver to the Administrative Agent an agreement in form and substance reasonably satisfactory to the Agent (each, an “Incremental Assumption Agreement”) to evidence the Incremental Commitment of such Incremental Lender. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to specify the extent (but only to the extent) necessary to increase the Commitments by the amount terms of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not Advances to be unreasonably withheld) made thereunder, and furnished the Incremental Advances thereunder shall be made on terms and conditions substantially identical to the other parties heretothen outstanding Advances (including pricing, covenants, defaults and maturity date). (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, effectiveness (unless otherwise agreed among the conditions Incremental Lenders and the Company and consented to by the Agent (such consent not to be unreasonably withheld or delayed)) (A) the representations and warranties set forth in paragraphs Article IV are correct in all material respects (b) except those representations and (c) of Section 4.02 warranties qualified by materiality, which shall be satisfied true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date and the Administrative Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect dated such date and executed by an Authorized Officer the Company and (B) no Event of the BorrowerDefault or Potential Event of Default shall have occurred and be continuing or would result from such Incremental Commitment, and (ii) the Administrative Agent shall have received such legal opinions, board resolutions and other closing certificates and documentation (including opinions of counsel) as the Agent (acting at the direction of the applicable Incremental Lenders) shall reasonably request and (iii) the Incremental Commitment of each Incremental Lender that was not, prior to the extent reasonably required by the Administrative Agentapplicable Increased Amount Date, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansa Lender hereunder shall not be less than $5,000,000. (d) Each In accordance with the terms of the parties hereto hereby agrees that penultimate paragraph of Section 9.01, any Incremental Amendment may, without the Administrative Agent may take consent of any other Lender, effect such amendments to this Agreement and all action the other Loan Documents as may be reasonably necessary or appropriate, in the reasonable opinion of the Agent and the Company, to ensure all Revolving Loans implement the provisions of this Section, a copy of which shall be made available to each Lender. (e) For the avoidance of doubt, Incremental Advances made in respect reliance on this Section 2.20 are intended to be fully fungible with the Initial Advances made on the Effective Date. The parties to the applicable Incremental Amendment shall structure the Incremental Advances to be made thereunder so that, after giving effect to the making of such Incremental CommitmentsAdvances, when originally madethe scheduled amortization payments, the Types and Interest Periods comprising such Incremental Advances are included in each Borrowing ratably the same as those for the Advances outstanding immediately prior to the making of outstanding Revolving Loans on a pro rata basissuch Incremental Advances.

Incremental Commitments. (a) The Borrower maymay from time to time after the Closing Date, by upon at least sixty (60) days’ prior written notice to the Administrative Agent from in each case, at any time prior to timethe Termination Date, on one or more occasions, request Incremental increase the aggregate Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)such increase, an “Incremental Increase”) willing to provide such Incremental Commitments, as at the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval option of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (by an agreement in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of writing entered into by the Borrower, the Applicable Rate other Credit Parties, the Administrative Agent and Commitment Fee Rate applicable each Person (including any existing Lender) that agrees to the then existing Commitments shall automatically be increased provide a portion of such Incremental Increase (but in no event decreased) to the extent necessary to cause any each an “Incremental Commitment to comply with this clause Amendment”); provided that. (ii). Such notice shall set forth (1a) the aggregate principal amount of the all Incremental Commitments being requested Increases shall not exceed $100,000,000; (which b) each Incremental Increase shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 20,000,000 and in integral multiples of $5,000,000 in excess thereof (or such lesser amount amounts as the Administrative Agent may agree); (c) no existing Lender shall be under any obligation to provide any portion of any Incremental Increase and any such decision whether to provide any portion of any Incremental Increase shall be in such Lender’s sole and absolute discretion; (d) no Default or equal Event of Default shall have occurred and be continuing, and no Default or Event of Default would exist after giving effect to the remaining any Incremental AmountIncrease (and treating any Incremental Increase as fully drawn for such purpose), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3) both on the date on which such Incremental Commitments are Increase is requested to become effective and on the date on which such Incremental Increase becomes effective; (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in e) each Person providing any Incremental Commitments. (b) The Borrower Increase shall be a Lender or an institution that qualifies as an Eligible Assignee and each Incremental Lender shall execute and deliver is acceptable to the Administrative Agent an Incremental Assumption Agreement. Each of and the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption AgreementL/C Issuer, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated (A) additional commitments in respect of such date and executed by requested Incremental Increase (each an Authorized Officer of the Borrower, “Incremental Commitment”) from such Persons and (iiB) documentation from each Person providing an Incremental Increase evidencing its Incremental Commitment and its obligations under this Agreement in form and substance acceptable to the Administrative Agent; (f) the Administrative Agent shall have received legal opinionsreceived: (i) a certificate of each Credit Party dated as of the effective date of such Incremental Increase, signed by a Responsible Officer of such Credit Party acceptable to the Administrative Agent and (A) certifying and attaching such Credit Party’s articles of incorporation or certificate of formation (or equivalent), bylaws or operating agreement (or equivalent), and resolutions adopted by the board resolutions of directors or equivalent governing body of such Credit Party approving such Incremental Facility, and certifying as to the incumbency of the Responsible Officers of such Credit Party authorized to act on its behalf in connection with such Incremental Increase, and (B) in the case of the Borrower, certifying that, both immediately before and after giving effect to such Incremental Increase, (x) the representations and warranties contained in Article IV and in the other closing certificates Credit Documents are true and documentation correct on and as of the date of such Incremental Increase, with the same effect as if made on and as of such date (except to the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct as of such date), and (y) no Default or Event of Default exists; (ii) a certificate executed by a Financial Officer of the Borrower or the Parent certifying and demonstrating that after giving effect to the incurrence of such Incremental Increase (and treating such Incremental Increase as fully drawn for such purpose) the Borrower is in compliance with the financial covenants contained in Article VI, calculated on a Pro Forma Basis for the Reference Period most recently ended for which financial statements have been delivered under this Agreement in accordance with GAAP; (iii) such amendments to the Security Documents as the Administrative Agent reasonably required requests to cause the Security Documents to secure the Obligations after giving effect to such Incremental Increase; (iv) to the extent requested by the Administrative Agent, customary opinions of legal counsel (including local counsel in each case consistent relevant jurisdiction) to the Credit Parties, addressed to the Administrative Agent and each Lender (including each Person providing an Incremental Commitment), dated as of the effective date of such Incremental Increase; and (v) such other documents and certificates it may reasonably request relating to the necessary authority for such Incremental Increase and the validity of such Incremental Increase, and any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent; (g) the terms and conditions (including interest rate, interest rate margins, fees (other than arrangement, structuring, underwriting and similar fees not paid generally to all Lenders under such Incremental Increase), prepayment terms and final maturity) of such Incremental Commitments shall be the same as the terms applicable to the Commitments hereunder, and such Incremental Commitments shall constitute Commitments hereunder; (h) Schedule 1.1(a) shall be deemed revised to include any increase in the Commitments pursuant to this Section 2.22 and to include thereon any Person that becomes a Lender with those delivered a Commitment pursuant to this Section 2.22; and (i) on the Effective Date under effective date of such Incremental Increase, the existing Lenders with Commitments shall make such assignments (which assignments shall not be subject to the requirements set forth in Section 4.01 10.06(b)) of the outstanding Loans and participation interests in Letters of Credit to the Lenders providing such additional documents Incremental Commitments, and filings as the Administrative Agent may reasonably require make such adjustments to assure the Register as are necessary, so that after giving effect to such Incremental Increase and such assignments and adjustments, each Lender (including the Lenders providing such Incremental Commitments) will hold its pro rata share (based on its Applicable Percentage of the increased aggregate Commitments) of outstanding Loans and participation interests in respect Letters of Credit. The Incremental Commitments are secured and credit extensions thereunder shall constitute Commitments and credit extensions under, and shall be entitled to all the benefits afforded by, this Agreement and the other Credit Documents, and shall, without limiting the foregoing, benefit equally and ratably from the security interests created by the Collateral ratably with all other Loans. (d) Each of Security Documents and from the parties hereto Guaranty. The Lenders hereby agrees that authorize the Administrative Agent may take to enter into, and the Lenders agree that this Agreement and the other Credit Documents shall be amended by, such Incremental Amendments to the extent the Administrative Agent and the Borrower deem necessary in order to establish Incremental Commitments on terms consistent with and/or to effect the provisions of this Section 2.22. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment. This Section 2.22 shall supersede any and all action as may be reasonably necessary provisions in Section 2.13(b) or 10.5 to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basisthe contrary.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasionsrequest an increase in the aggregate amount of the Commitments (each such increase, request an “Incremental Commitments Commitment”), as applicable, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap $200,000,000, from one or more Incremental Lenders (which may include any existing Lender (each Lenders, all of which shall must be entitled permitted to agree become assignees of Commitments or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Loans under Section 9.04. Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 5,000,000 (or such lesser amount as the Administrative Agent may agree) and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or such lesser amount equal to the remaining Incremental Amount), (2unused amount) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitmentseffective. (b) The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and, subject to the prior written consent of the Administrative Agent (such consent not to be unreasonably delayed or withheld), additional banks, financial institutions and other institutional lenders who will become Incremental Lenders in connection therewith, in each case, solely to the extent such consent, if any, would be required under Section 9.04 for an assignment of Loans or Commitments, as applicable, to additional banks, financial institutions and other institutional lenders. The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Person. The terms and provisions of the Incremental Commitments shall be identical to those of the Commitments. The Incremental Commitments shall rank pari passu in right of payment and security with the Commitments. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by , and the Administrative Agent with and the Borrower’s consent (not Borrower may revise this Agreement to be unreasonably withheld) and furnished to the other parties heretoevidence such amendments. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.18 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (ba) and (cb) of Section 4.02 shall be satisfied and the Administrative Agent shall have received satisfied, a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) except as otherwise specified in the applicable Incremental Assumption Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required requested by the Administrative Agent, in each case Agent and consistent with those delivered on the Effective Closing Date under Section 4.01 and (iii) all fees and expenses owing in respect of such additional documents and filings as Incremental Commitment to the Administrative Agent may reasonably require to assure that and the Loans Lenders shall have been paid in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansfull. (d) Each On the date of the parties hereto hereby agrees that the Administrative Agent may take effectiveness of any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally madethe Borrower shall (A) prepay the outstanding Loans (if any) in full, (B) simultaneously borrow new Loans hereunder in an amount equal to such prepayment (in the case of Eurodollar Borrowings, with Adjusted LIBO Rates equal to the outstanding Adjusted LIBO Rate and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Lender will be subsequently borrowed from such Lender and (y) the existing Lenders, the Incremental Lenders and the existing Lenders shall make and receive payments among themselves, in a manner acceptable to the Administrative Agent, so that, after giving effect thereto, the Loans are included held ratably by the Lenders in each Borrowing accordance with the respective Commitments of outstanding Revolving Loans on such Lenders (after giving effect to such Incremental Commitments) and (C) pay to the Lenders the amounts, if any, payable under Section 2.13 as a pro rata basisresult of any such prepayment.

Incremental Commitments. (ai) The Borrower may, by with the prior written notice to consent of the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap $20,000,000 from one or more Incremental of the existing Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its such ▇▇▇▇▇▇’s sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1A) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3B) the date on which such Incremental Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than thirty (30) days after the “Increased Amount Date”date of such notice, in each case unless the Administrative Agent otherwise agrees). The Borrower shall have no obligation No Lender will be required or otherwise obligated to offer any Lender the opportunity to participate in provide any Incremental Commitments. (bii) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementTerm Loan Amendment and such other documentation as the Administrative Agent and the Incremental Lenders shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Term Loan Amendment (A) shall specify the terms of the Incremental Term Loans to be made thereunder, (B) shall be made pursuant to the Loan Documents and (C) shall be on terms consistent with the terms applicable to the Term Loans unless, for purposes of this clause (C), the Requisite Lenders, each in their sole discretion, shall have provided their written consent to such other terms. Neither the Incremental Commitments nor the Incremental Term Loan Amendment shall be effective unless the Administrative Agent and the Requisite Lenders, each in its sole discretion, shall have provided its written consent to such Incremental Commitments and Incremental Term Loan Amendment. (iii) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Term Loan Amendment. Each of the parties hereto hereby agrees that upon that, the effectiveness Incremental Term Loan Amendment may, without the consent of any Lenders (other than the Incremental Assumption AgreementLenders and the Requisite Lenders), effect such amendments to this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action Loan Documents as may be reasonably necessary or appropriate, in the opinion of the Requisite Lenders, to ensure all Revolving Loans in respect effect the provisions of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basisthis Section 2.1(b).

Incremental Commitments. (a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request Incremental Term Loan Commitments in an and/or additional aggregate principal amount not to exceed the Revolving Commitments, as applicable (collectively, “Incremental Commitment Cap Commitments”), from one or more Incremental Lenders (which may include any existing Lender (each in the sole discretion of which shall be entitled such Lenders) or Eligible Assignees who will become Lenders, in an aggregate principal amount of up to agree or decline to participate in its sole discretion)) willing to provide $20,000,000; provided that at the time of the incurrence of such Incremental CommitmentsCommitments and immediately after giving effect thereto and to the use of the proceeds thereof (assuming the full utilization thereof), as the case may be, in their own discretionno Default shall have occurred and be continuing or would result therefrom; provided, further, that (i1) each Incremental such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and, in connection with any additional Revolving Commitment, the L/C Issuer and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed conditioned or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioneddelayed) and (2) the Borrower (in its sole discretion) unless may make only 4 such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)requests. Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments or additional Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (5,000,000, or such lesser amount as the Administrative Agent may agree) or equal to if the remaining Incremental AmountCommitments are less than $5,000,000, the remaining Incremental Commitment), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments and/or additional Revolving Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 calendar days after the date of such notice, unless otherwise agreed to by the Administrative Agent) and (iii) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be Term Loan Commitments or commitments to make term loans with terms different from the Term Loans (“Increased Amount DateOther Term Loans”). The Borrower All Incremental Term Loans shall have no obligation to offer any Lender the opportunity to participate be made in any Incremental CommitmentsDollars. (b) The Borrower and each Incremental Term Lender and/or additional Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Lender. Subject to clause (c) below, each Incremental Assumption Agreement in respect of Incremental Term Loan Commitments shall specify the terms of the Incremental Term Loans to be made thereunder. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments evidenced therebythereby and any increase to the Applicable Margins required by the foregoing provisions of this paragraph. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld, conditioned or delayed) and furnished to the other parties hereto. (c) Notwithstanding The terms of each Incremental Term Loan and, as applicable, each additional Revolving Commitment shall be reasonably satisfactory to the foregoingAdministrative Agent and in any event: (i) shall rank pari passu in right of payment and of security with the existing Revolving Loans and the existing Term Loans; (ii) in the case of Incremental Term Loans, no shall not mature earlier than the Latest Maturity Date of the Term Loans outstanding at the time of incurrence of such Incremental Commitment Term Loans; (iii) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then existing Term Loans; (iv) in the case of Incremental Term Loans, subject to clauses (ii) and (iii) above, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders; (v) in the case of Incremental Term Loans, subject to clause (x) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders; (vi) in the case of Incremental Term Loans, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of initial Term Loans hereunder, as specified in the applicable Incremental Assumption Agreement; (vii) without the prior written consent of any Loan Party or Credit Party, if the Effective Yield on any secured Other Term Loans (as determined by the Administrative Agent) exceeds by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”) the Effective Yield (as determined by the Administrative Agent) on any then outstanding Class of Term Loans, then the Applicable Margin for each such Class of Term Loans shall automatically be increased by the Yield Differential, effective upon the making of such Other Term Loans; and (viii) all material terms of any additional Revolving Commitments and Revolving Loans under such additional Revolving Commitments shall be identical to the existing Revolving Commitments and Revolving Loans. (d) No Incremental Term Loan Commitments or additional Revolving Commitments shall become effective under this Section 2.22 unless (i) 2.11 unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (ba) and (cb) of Section 4.02 4.2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower; (ii) the Total Leverage Ratio on a Pro Forma Basis after giving effect to such Incremental Term Loans or Revolving Commitments, as applicable, shall be at least 0.25x less than the maximum Consolidated Net Leverage Ratio permitted for such period under Section 7.12; and (iiiii) the Administrative Agent shall have received legal opinions(with sufficient copies for each of the Incremental Term Lenders and/or additional Revolving Lenders) closing certificates, board resolutions opinions of counsel and other closing certificates and customary documentation to the extent reasonably required requested by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (de) In connection with any such additional Revolving Commitments, each existing Revolving Lender (other than a Defaulting Lender) that shall have agreed to provide an Incremental Commitment in connection therewith shall have the right, subject to the other terms and conditions of this Section 2.11, to provide a portion of such Incremental Commitment in an amount equal to (i) its Applicable Percentage of the existing Revolving Commitments, multiplied by (ii) the amount of such Incremental Commitment. In connection with any such Incremental Term Loan Commitments, each existing Term Lender (other than a Defaulting Lender) that shall have agreed to provide an Incremental Commitment in connection therewith shall have the right, subject to the other terms and conditions of this Section 2.11, to provide a portion of such Incremental Term Loan Commitments in an amount equal to (i) a fraction, the numerator of which is the Outstanding Amount of such Term Lender’s Term Loans, and the denominator of which it the Outstanding Amount of all Term Loans of all Term Lenders, multiplied by (ii) the amount of such Incremental Commitment. (f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Incremental Term Loans in respect of Incremental Commitments(other than Other Term Loans), when originally made, are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and that following the establishment of any additional Revolving Commitments, the outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding LIBOR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each Incremental Term Loan or additional Revolving Commitment, or by allocating a portion of each Incremental Term Loan to each outstanding LIBOR Term Borrowing of the same Class on a pro rata basis, even though as a result thereof such Incremental Term Loan may effectively have a shorter Interest Period than the Term Loans included in the Borrowing of which they are a part (and notwithstanding any other provision of this Credit Agreement that would prohibit such an initial Interest Period), or requiring a prepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with the Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs). In addition, to the extent any Incremental Term Loans are not Other Term Loans, the scheduled amortization payments under Section 2.6(b) required to be made after the making of such Incremental Term Loans shall be ratably increased by the aggregate principal amount of such Incremental Term Loans.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to time, on one or more occasionsthe eighteen (18) month anniversary of the Closing Date, request Incremental incremental Revolving Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $75,000,000 from one or more Incremental additional Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Revolving Commitments in their own discretion; provided, that (i) each Incremental incremental Revolving Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Revolving Commitments, which when taken together with all other incremental Revolving Commitments, shall not exceed $75,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of the Borrower, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Revolving Commitments. (b) The Borrower and each Incremental incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Revolving Commitment of such incremental Revolving Lender. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Revolving Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Revolving Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrower’s consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.23 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.22 2.23 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 7.1 after giving effect to assure that such incremental Revolving Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.20 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Revolving Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount at the time such Incremental Revolving Commitments are established from one or more Incremental Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Revolving Commitments in their own discretion; provided, that (i) each Incremental Revolving Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Revolving Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental Revolving Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 5,000,000 or equal to the remaining Incremental AmountAmount or such lesser amount approved by the Administrative Agent), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Revolving Commitments are requested to become effective (the “Increased Amount Date”). The Borrower , and (iii) that such Incremental Revolving Commitments shall have no obligation be commitments to offer any Lender make additional Revolving Loans (such additional Revolving Loans, the opportunity “Incremental Revolving Facility Loans”) on the same terms as the Revolving Loans made pursuant to participate the Commitments in any Incremental Commitmentseffect on the Closing Date (the “Initial Revolving Facility Loans”). (b) The Borrower and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement shall specify the terms of the parties applicable Incremental Revolving Commitments. Each party hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Revolving Commitments evidenced therebythereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed amendment “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, to the extent required by the relevant Incremental Assumption Agreement, the conditions set forth in paragraphs clauses (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, Borrower and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require request to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other one or more Classes of the then existing Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) The Borrower mayBorrowers shall have the right, by written notice to in coordination with the Administrative Agent as to all of the matters set forth below in this Section 2.15, but without requiring the consent of any of the Lenders, to request at any time and from time to timetime after the Effective Date, on and prior to the Final Maturity Date, that one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from Lenders (and/or one or more other Persons which are Eligible Transferees and which will become Lenders as provided below) provide Incremental Lenders (which may include any existing Lender (each of which shall be entitled Commitments and, subject to agree or decline to participate the applicable terms and conditions contained in its sole discretion)) willing to provide such Incremental Commitmentsthis Agreement, as the case may bemake Revolving Loans pursuant thereto, in their own discretion; providedit being understood and agreed, however, that (i) each Incremental no Lender shall be subject obligated to provide an Incremental Commitment as a result of any such request by the approval of Borrowers, and until such time, if any, as such Lender has agreed in its sole discretion to provide an Incremental Commitment and executed and delivered to the Administrative Agent an Incremental Commitment Agreement in respect thereof as provided in clause (which approval b) of this Section 2.15, such Lender shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (obligated to fund any Revolving Loans in excess of its sole discretion) unless Revolving Loan Commitment as in effect prior to giving effect to such Incremental Lender is a LenderCommitment provided pursuant to this Section 2.15, and (ii) each any Lender (including any Eligible Transferee who will become a Lender) may so provide an Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with without the consent of the Borrowerany other Lender, the Applicable Rate and Commitment Fee Rate applicable (iii) each Eligible Transferee who will become a Lender shall be required to be reasonably satisfactory to the then existing Commitments shall automatically be increased Administrative Agent, (but in no event decreasediv) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount each provision of the Incremental Commitments being requested (which on a given date pursuant to this Section 2.15 shall be in a minimum increments aggregate amount (for all Lenders (including any Eligible Transferee who will become a Lender)) of at least $5,000,000 and in integral multiples of $1,000,000 and a minimum amount of $10,000,000 in excess thereof (or such lesser amount as may be agreed by the Administrative Agent may agree) or equal to the remaining Incremental Amountin its sole discretion), (2v) the aggregate amount of all Incremental CommitmentsCommitments provided pursuant to this Section 2.15, which shall not exceed the Maximum Incremental Amount, Commitment Amount and (3vi) all Revolving Loans (and all interest, fees and other amounts payable thereon), made pursuant to an Incremental Commitment shall be entitled to the date benefits of the guarantees and security provided under the Credit Documents to the other Obligations on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitmentsa pari passu basis. (b) The Borrower At the time of the provision of Incremental Commitments pursuant to this Section 2.15, US Company, each US Borrower, UK Company, each UK Borrower, Canadian Company, each Canadian Borrower, the Administrative Agent and each such Lender or other Eligible Transferee which agrees to provide an Incremental Lender Commitment (each, an “Incremental Lender”) shall execute and deliver to the Administrative Agent an Incremental Assumption Commitment Agreement. Each of the parties hereto hereby agrees that upon , with the effectiveness of such Incremental Lender’s Incremental Commitment to occur on the date set forth in such Incremental Commitment Agreement, which date in any event shall be no earlier than the date on which (w) all fees required to be paid in connection therewith at the time of such effectiveness shall have been paid (including, without limitation, any agreed upon up-front or arrangement fees owing to the Administrative Agent (or any affiliate thereof)), (x) all Incremental Assumption Commitment Requirements are satisfied, (y) all other conditions set forth in this Section 2.15 shall have been satisfied, and (z) all other conditions precedent that may be set forth in such Incremental Commitment Agreement shall have been satisfied. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Commitment Agreement, and at such time, (i) the Total Revolving Loan Commitment under, and for all purposes of, this Agreement shall be increased by the aggregate amount of such Incremental Commitments, (ii) Schedule 1.01(a) shall be deemed amended modified to reflect the revised Revolving Loan Commitments of the affected Lenders and (iii) to the extent requested by any Incremental Lender, Revolving Notes will be issued, at the expense of the Borrowers, to such Incremental Lender in conformity with the requirements of Section 2.05. (but only c) At the time of any provision of Incremental Commitments pursuant to this Section 2.15, the Borrowers shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders (including the Incremental Lenders) (even though as a result thereof such new Loans (to the extentextent required to be maintained as LIBOR Loans or EURIBOR Loans) may have a shorter Interest Period than the then outstanding Borrowings of such Revolving Loans), in each case to the extent necessary so that all of the Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments (after giving effect to any increase in the Commitments Total Revolving Loan Commitment pursuant to this Section 2.15) and with the Borrowers being jointly and severally obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 and such amounts, as reasonably determined by the amount respective Lenders, to compensate them for the prepayment or funding of, as applicable, the various Revolving Loans during an existing Interest Period (rather than at the end of the Incremental Commitments evidenced therebyrespective Interest Period in the case of a prepayment or the beginning of the respective Interest Period in the case of a funding, based upon rates then applicable thereto) in connection with any such prepayment and/or funding. Any such deemed amendment may be memorialized in writing All determinations by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished any Lender pursuant to the other preceding sentence shall, absent manifest error, be final and conclusive and binding on all parties hereto. (cd) Notwithstanding The terms and provisions of the foregoing, no Revolving Loans made pursuant to the Incremental Commitment Commitments shall become effective under be identical to the Revolving Loans made pursuant to the existing Revolving Loan Commitment; provided that the yield applicable to the Revolving Loans made pursuant to the Incremental Commitments (after giving effect to all upfront or similar fees or original issue discount payable with respect to such Revolving Loans) shall not be greater than the applicable yield payable pursuant to the terms of this Section 2.22 unless (i) on Agreement as amended through the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate calculation with respect to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation Revolving Loans made pursuant to the extent reasonably required by existing Revolving Loan Commitment (including any upfront fees or original issue discount payable to the Administrative Agent, in each case consistent initial Lenders hereunder) unless the Applicable Margin with those delivered respect to the Revolving Loans made pursuant to the existing Revolving Loan Commitment is increased so as to cause the then applicable yield under this Agreement on the Effective Date under Section 4.01 and Revolving Loans made pursuant to the existing Revolving Loan Commitment to equal the yield then applicable to the Revolving Loans made pursuant to the Incremental Commitment (after giving effect to all upfront or similar fees or original issue discount payable with respect to such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans). (de) Each In the event the Borrowers from time to time obtain any Incremental Commitments under this Section 2.15, all availability levels hereunder denominated in Dollars, Canadian Dollars, Euros or Pounds Sterling hereunder (including, without limitation, in the definitions of “Applicable Margin”, “Minimum Availability Amount” and “Payment Conditions” and in Section 10.04(a)) shall be increased in proportion to the parties hereto hereby agrees that ratio of such Incremental Commitments to the Administrative Agent may take any and Total Revolving Loan Commitment as in effect immediately prior to the Borrowers obtaining such Incremental Commitments and, for the avoidance of doubt, all action as may such levels denominated in percentages shall be reasonably necessary calculated based on the Total Revolving Loan Commitment after giving effect to ensure all Revolving Loans in respect of such Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Lead Borrower may, from time to time, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request additional Revolving Commitments (collectively, “Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Commitments”), from one or more Incremental Revolving Lenders (which may include any existing Lender (each in the sole discretion of which shall be entitled such Lenders) and/or Eligible Assignees who will become Revolving Lenders, in an aggregate principal amount of up to agree or decline to participate in its sole discretion)) willing to provide $100,000,000; provided that at the time of the incurrence of such Incremental CommitmentsCommitments and immediately after giving effect thereto and to the use of the proceeds thereof, as the case may be, in their own discretionno Default shall have occurred and be continuing or would result therefrom; provided, provided further that (i1) each Incremental such Person, if not already a Revolving Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldAgent, delayed or conditioned), the L/C Issuers and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and the (2) Lead Borrower (in its sole discretion) unless may make only five such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)requests. Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 10,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount25,000,000), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than five Business Days nor more than 60 calendar days after the “Increased Amount Date”date of such notice, unless otherwise agreed to by the Administrative Agent). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Borrowers and each Revolving Lender providing an Incremental Lender Commitment shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Revolving Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary (i) to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments evidenced therebythereby and (ii) to increase the hard dollar amounts in the definitions of “Weekly Borrowing Base Reporting Trigger Event”, “Weekly Borrowing Base Reporting Trigger Period”, “Cash Dominion Trigger Event”, “Cash Dominion Trigger Period”, “Collateral Administration Trigger Event”, “Collateral Administration Trigger Period” and “Payment Conditions” and in Sections 2.2(h) and 7.12, in each case in proportion to the increase in the Revolving Commitments after giving effect to such Incremental Commitments. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Lead Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no The terms of each Incremental Commitment shall become effective under this Section 2.22 unless be reasonably satisfactory to the Administrative Agent and in any event: (i) each Incremental Commitment (and the Revolving Loans made thereunder) shall rank pari passu in right of payment and of security with the existing Revolving Commitments (and the Revolving Loans made thereunder); and (ii) all material terms of each Incremental Commitment (and the Revolving Loans made thereunder) shall be identical to the existing Revolving Commitments (and the Revolving Loans made thereunder) (excluding upfront and other similar fees paid at the closing of such Incremental Commitment). (d) No Incremental Commitments shall become effective unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (ba) and (cb) of Section 4.02 4.2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Lead Borrower, ; and (ii) the Administrative Agent shall have received legal opinionsclosing certificates, board resolutions opinions of counsel and other closing certificates and customary documentation to the extent reasonably required requested by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (de) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect that, following the establishment of any Incremental Commitments, when originally made, are included in each Borrowing of the outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Percentages. This may be accomplished by the Administrative Agent, in consultation with Lead Borrower, by requiring each outstanding LIBORBSBY Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each additional Revolving Commitment, or requiring a pro rata basisprepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with Lead Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasionsrequest that the Total Commitment (and, request Incremental Commitments in connection therewith, the L/C Commitment) be increased by an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide Amount at such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)time. Such notice shall set forth (1) the amount of the Incremental Commitments being requested increase in the Total Commitment (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Commitment Amount)) and, (2) if applicable, the aggregate amount of Incremental Commitments, which shall not exceed the Incremental AmountL/C Commitment, and (3) the date on which such Incremental Commitments are increase is requested to become effective (which shall be not less than 10 Business Days nor more than 60 days after the “Increased Amount date of such notice and which, in any event, must be on or prior to the Maturity Date”). The Borrower , and shall have no obligation to offer any each Revolving Credit Lender the opportunity to participate increase its Commitment by its Pro Rata Percentage of the proposed increased amount. Each Lender shall, by notice to the Borrower and the Administrative Agent given not more than 10 days after the date of the Administrative Agent’s notice, either agree to increase its Commitment by all or a portion of the offered amount (each Lender so agreeing being an “Increasing Lender”) or decline to increase its Commitment (and any Lender that does not deliver such a notice within such period of 10 days shall be deemed to have declined to increase its Commitment) (each Lender so declining or being deemed to have declined being a “Non-Increasing Lender”). In the event that, on the 10th day after the Administrative Agent shall have delivered such notice, the Lenders shall have agreed pursuant to the preceding sentence to increase their Commitments by an aggregate amount less than the increase in the Total Commitment requested by the Borrower, the Borrower may arrange for one or more banks or other entities (any Incremental Commitmentssuch bank or other entity being called an “Augmenting Lender”), which may include any Lender, to extend Commitments or increase their existing Commitments in an aggregate amount equal to the unsubscribed amount; provided that, notwithstanding the foregoing, (i) no person shall become a Lender and no Lender’s Commitment shall increase pursuant to this Section 2.22 without the prior written consent of the Administrative Agent and the Issuing Bank (which shall not be unreasonably withheld) and (ii) the L/C Commitment of any Issuing Bank shall not be increased pursuant to the Section 2.22 without the prior written consent of such Issuing Bank. The Borrower and each Augmenting Lender shall execute all such documentation as the Administrative Agent shall reasonably specify to evidence its Commitment and/or its status as a Lender hereunder. Any increase in the Commitment may be made in an amount which is less than the increase requested by the Borrower if the Borrower is unable to arrange for, or chooses not to arrange for, Augmenting Lenders. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent may take any and all actions as may be reasonably necessary to ensure that, after giving effect to any increase in the Total Commitment pursuant to this Section 2.22, the outstanding Revolving Loans (if any) are held by the Lenders in accordance with their new Pro Rata Percentages. This may be accomplished at the discretion of the Administrative Agent (i) by requiring the outstanding Revolving Loans to be prepaid with the Borrower’s consent proceeds of a new Revolving Credit Borrowing, (not ii) by causing Non-Increasing Lenders to assign portions of their outstanding Revolving Loans to Increasing Lenders and Augmenting Lenders or (iii) by any combination of the foregoing. Any prepayment or assignment described in this paragraph (b) shall be unreasonably withheld) and furnished subject to the other parties heretoSection 2.15, but otherwise without premium or penalty. (c) Notwithstanding the foregoing, no Incremental increase in the Total Commitment shall become effective under this Section 2.22 unless unless, (i) on the date of such effectivenessincrease, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other (with sufficient copies for each of the Lenders) such customary closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may shall have reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansrequested. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower Company may, by written notice to the Administrative Agent from time to time, on one or time but not more occasionsthan twice in any calendar year, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Advances in their own sole discretion; provided, that (i) each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Section 9.07. Such notice shall set forth (1A) the amount of the Incremental Commitments being requested (which shall be in minimum increments multiples of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental AmountUS$10,000,000), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3B) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”) and (C) whether such Incremental Commitments are to be Tranche A Commitments, Tranche B Commitments or commitments to make revolving advances with currency, borrowers and/or amortization terms different from the existing Facilities (“Other Revolving Credit Advances”). The Borrower designation of Commitments to any Other Revolving Credit Advances shall have no obligation be made pursuant to offer any an amendment (each, an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Company, the Agent and each applicable Incremental Lender. No Lender the opportunity shall be obligated to participate in any Incremental Commitmentsincrease its Commitments pursuant to this Section 2.19 unless it so agrees. (b) The Borrower Company and each Incremental Lender shall execute and deliver to the Administrative Agent an agreement in form and substance reasonably satisfactory to the Agent (each, an “Incremental Assumption Agreement”) to evidence the Incremental Commitment of such Incremental Lender. Each Incremental Assumption Agreement shall specify the terms of the parties hereto hereby agrees Incremental Advances to be made thereunder, and the Incremental Advances thereunder shall be made on terms and conditions agreed to by the Company and the applicable Incremental Lenders, and acceptable to the Agent; provided, that upon (i) the Other Revolving Facility Advances shall rank pari passu in right of payment with all other Advances, (ii) the final maturity date of any Incremental Facility shall be no earlier than the scheduled Termination Date applicable to the Tranche A Facility and the Tranche B Facility (under clause (a)(i) of the definition of “Termination Date”), (iii) the Incremental Facility shall require no scheduled amortization or mandatory commitment reductions prior to the scheduled Termination Date applicable to the Tranche A Facility and the Tranche B Facility (under clause (a)(i) of the definition of “Termination Date”), (iv) in the event that (A) (1) any Incremental Facility is to be included in an existing Facility and (2) the Applicable Margin for such Incremental Facility is greater than the Applicable Margin for the existing Facility in which such Incremental Facility is to be included, then the Applicable Margin for the existing Facility in which such Incremental Facility is to be included shall be increased to the extent necessary so that the Applicable Margin for the Incremental Facility is not greater than the Applicable Margin for such Facility or (B)(1) any Incremental Facility provides for Advances to be denominated in US Dollars, Euro or Sterling and (2) the Applicable Margin for such Incremental Facility with respect to Advances denominated in US Dollars, Euro or Sterling is greater than the Applicable Margin for any existing Facility with respect to Advances denominated in US Dollars, Euro or Sterling, then the Applicable Margin for each existing Facility with respect to Advances denominated in US Dollars, Euro or Sterling shall be increased to the extent necessary so that the Applicable Margin for such Incremental Facility for Advances denominated in US Dollars, Euro or Sterling is not greater than the Applicable Margin for any such existing Facility for Advances denominated in US Dollars, Euro or Sterling; provided further, that in determining the Applicable Margin applicable to an Incremental Facility (x) upfront, arrangement or commitment fees payable to the Lenders providing such Incremental Facility or any arrangers (or their Affiliates) of such loans shall be excluded and (y) if any Eurocurrency Rate “floor” is applicable to such Incremental Facility, then the definition of “Eurocurrency Rate” shall be amended to (aa) include a comparable “floor” applicable to Advances under the existing Facility in which such Incremental Facility is to be included and (bb) include a comparable “floor” applicable to Advances denominated in US Dollars, Euro or Sterling under any other existing Facility. The Agent shall promptly notify each Lender as to the effectiveness of any each Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectivenesseffectiveness (unless otherwise agreed among the Incremental Lenders, the conditions Company and the applicable Borrowers, and consented to by the Agent (such consent not to be unreasonably withheld or delayed)) (A) the representations and warranties set forth in paragraphs Article IV are correct in all material respects (b) except those representations and (c) of Section 4.02 warranties qualified by materiality, which shall be satisfied true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date and the Administrative Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect dated such date and executed by an Authorized Officer the Company and (B) no Event of the BorrowerDefault or Potential Event of Default shall have occurred and be continuing or would result from such Incremental Commitment, and (ii) the Administrative Agent shall have received such legal opinions, board resolutions and other closing certificates and documentation (including opinions of counsel) as the Agent (acting at the direction of the applicable Incremental Lenders) shall reasonably request and (iii) the Incremental Commitment of each Incremental Lender that was not, prior to the extent reasonably required by the Administrative Agentapplicable Increased Amount Date, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansa Lender hereunder shall not be less than US$5,000,000. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Incremental Advances (other than Other 49 Revolving Loans in respect of Incremental CommitmentsCredit Advances), when originally made, are included in each Borrowing of outstanding Revolving Loans Advances under the Tranche A Facility or the Tranche B Facility, as applicable, on a pro rata basis. (e) Notwithstanding the terms of Section 9.01, any Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Agent and the Company, to implement the provisions of this Section, a copy of which shall be made available to each Lender.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Loan Commitments in an additional aggregate principal amount not to exceed in the aggregate the Incremental Commitment Cap Amount from one or more Incremental Term Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Term Loan Commitments in their own discretion; provided, that (i) each Incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Term Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitmentseffective. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Assumption Agreement shall specify that from and after the effectiveness of the Incremental Assumption Agreement and the funding thereunder, the associated Incremental Term Loans shall thereafter be Term A Loans or Term A-1 Loans, as the case may be.. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary necessary, which includes amending Section 2.10, to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments evidenced therebythereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, provided that in the event that the Incremental Term Loan Commitments are used to finance a Permitted Business Acquisition, the condition regarding the accuracy of representations and warranties set forth in paragraph (b) of Section 4.01 shall be limited to customary “specified representations” and those representations included in the related acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, and the condition regarding the absence of a Default or Event of Default required by paragraph (c) of Section 4.01 shall be made by the Borrower at the time of the execution of the relevant acquisition agreement related to such Permitted Business Acquisition, (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansthe existing Loans and (iii) the Borrower shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Incremental Term Loans are in respect the form of Incremental Commitmentsadditional Term A Loans or Term A-1 Loans, as applicable, when originally made, and are included in each Borrowing and repayment (including pursuant to Section 2.10(a)(i)) of outstanding Revolving Term A Loans or Term A-1 Loans, as applicable, on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (j) of this Section 2.20)) or any other Loan Document, pursuant to one or more offers made from time to time by the Borrower to all Lenders on a pro rata basis (“Extension Offers”), the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term A Loans to each such Lender and to otherwise modify the terms of such Lender’s Term A Loans pursuant to the terms of the relevant Extension Offer (including increasing the interest rate or fees and/or modifying the amortization schedule in respect thereof). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term A Loan) (such extended Term A Loan, an “Extended Term Loan”). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans; provided that (i) except as to interest rates, fees, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term A Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be later than the Term A Facility Maturity Date, (iii) the weighted average life to maturity of any Extended Term Loans shall be longer than the remaining weighted average life to maturity of the Term A Loans, and (iv) other than as set forth in Section 2.11(g), any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term A Loan (or applicable portion thereof) will be automatically designated an Extended Term Loan. For purposes of this Agreement and the other Loan Documents, if such Extending Lender is extending a Term A Loan (or portion thereof), such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan. (h) [Reserved]. (i) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.20), (i) the aggregate amount of Extended Term Loans, will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (iii) except as set forth in the applicable Extension Offer, any Extending Lender may extend all or any portion of its Term A Loans pursuant to one or more Extension Offers (subject to applicable proration in the case of overparticipation) (including one or more extensions of any Extended Term Loan), (iv) there shall be no condition precedent to any Extension of any Term A Loan at any time or from time to time other than (A) delivery of notice to the Administrative Agent of such Extension and the terms of the Extended Term Loans implemented thereby and (B) a representation by the Borrower in the applicable Incremental Assumption Agreement that the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the effective date of such Extension, with the same effect as though made on and as of such date, except to the extent any such representation or warranty expressly relates to an earlier date (in which case such representation or warranty was true and correct in all material respects as of such earlier date), (v) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured on a pari passu basis with the Term A Loans and (vii) no Lender shall be required to consent to any extension of any Loan and/or Commitment (or any portion thereof), which consent shall be in each Lender’s sole discretion.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Loan Commitments in an additional aggregate principal amount not to exceed in the aggregate the Incremental Commitment Cap Amount from one or more Incremental Term Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Term Loan Commitments in their own discretion; provided, that (i) each Incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Term Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitmentseffective. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Assumption Agreement shall specify that from and after the effectiveness of the Incremental Assumption Agreement and the funding thereunder, the associated Incremental Term Loans shall thereafter be Term A Loans. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary necessary, which includes amending Section 2.10, to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments evidenced therebythereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, provided that in the event that the Incremental Term Loan Commitments are used to finance a Permitted Business Acquisition, the condition regarding the accuracy of representations and warranties set forth in paragraph (b) of Section 4.01 shall be limited to customary “specified representations” and those representations included in the related acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, and the condition regarding the absence of a Default or Event of Default required by paragraph (c) of Section 4.01 shall be made by the Borrower at the time of the execution of the relevant acquisition agreement related to such Permitted Business Acquisition, (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansthe existing Term A Loans and (iii) the Borrower shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Incremental Term Loans are in respect the form of Incremental Commitmentsadditional Term A Loans, when originally made, and are included in each Borrowing and repayment (including pursuant to Section 2.10(a)(i)) of outstanding Revolving Term A Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (j) of this Section 2.20)) or any other Loan Document, pursuant to one or more offers made from time to time by the Borrower to all Lenders on a pro rata basis (“Extension Offers”), the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term A Loans to each such Lender and to otherwise modify the terms of such Lender’s Term A Loans pursuant to the terms of the relevant Extension Offer (including increasing the interest rate or fees and/or modifying the amortization schedule in respect thereof). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term A Loan (such extended Term A Loan, an “Extended Term Loan”). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans; provided that (i) except as to interest rates, fees, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term A Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be later than the Term A Facility Maturity Date, (iii) the weighted average life to maturity of any Extended Term Loans shall be longer than the remaining weighted average life to maturity of the Term A Loans, and (iv) other than as set forth in Section 2.11(g), any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term A Loan (or applicable portion thereof) will be automatically designated an Extended Term Loan. For purposes of this Agreement and the other Loan Documents, if such Extending Lender is extending a Term A Loan (or portion thereof), such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan. (h) [Reserved]. (i) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.20), (i) the aggregate amount of Extended Term Loans, will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (iii) except as set forth in the applicable Extension Offer, any Extending Lender may extend all or any portion of its Term A Loans pursuant to one or more Extension Offers (subject to applicable proration in the case of overparticipation) (including one or more extensions of any Extended Term Loan), (iv) there shall be no condition precedent to any Extension of any Term A Loan at any time or from time to time other than (A) delivery of notice to the Administrative Agent of such Extension and the terms of the Extended Term Loans implemented thereby and (B) a representation by the Borrower in the applicable Incremental Assumption Agreement that the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the effective date of such Extension, with the same effect as though made on and as of such date, except to the extent any such representation or warranty expressly relates to an earlier date (in which case such representation or warranty was true and correct in all material respects as of such earlier date), (v) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured on a pari passu basis with the Term A Loans and (vii) no Lender shall be required to consent to any extension of any Loan and/or Commitment (or any portion thereof), which consent shall be in each Lender’s sole discretion. (j) Each Extension shall be consummated pursuant to procedures set forth in the associated Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Incremental Commitments. (a) The At any time prior to the Latest Maturity Date, the Borrower may, by written notice to the Administrative Agent from time (which the Administrative Agent shall promptly furnish to timeeach Lender), on request that one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders Persons (which may include any the then-existing Lenders; provided that no Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing obligated to provide such Incremental Commitments and may elect or decline in its sole discretion to provide Incremental Commitments) establish Incremental Revolving Credit Commitments or Incremental Term Loans under this paragraph (a), as it being understood that (w) if such Incremental Term Loan Commitment is to be provided by a Person that is not already a Lender, the case Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld), (x) if such Incremental Revolving Credit Commitment is to be provided by a Person that is not already a Revolving Lender, the Administrative Agent and each Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to Section 9.04(b) in the event of an assignment to such Person (such consent not to be unreasonably withheld) and (y) the Borrower may be, in their own discretionagree to accept less than the amount of any proposed Incremental Commitment; provided, provided that the minimum aggregate principal amount accepted shall equal the lesser of (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed $10,000,000 or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each the aggregate Incremental Commitments proposed to be provided in response to the Borrower’s request. The minimum aggregate principal amount of any Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting$10,000,000, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as may be agreed by the Administrative Agent). In no event shall the aggregate amount of all Incremental Commitments pursuant to this paragraph (a) (when taken together with any Incremental Equivalent Debt incurred prior to such date) exceed an amount equal to the sum of (i) $200,000,000, (ii) the aggregate principal amount of (x) voluntary prepayments of the Term Loans and any Incremental Equivalent Debt and (y) voluntary prepayments of any Revolving Loans to the extent accompanied by a dollar-for-dollar permanent reduction in the Revolving Credit Commitments with respect thereto, in each case under clauses (x) and (y), other than prepayments from proceeds of Long-Term Indebtedness and (iii) any additional amount so long as on the date of incurrence of such Incremental Commitment (subject to the terms of Section 2.17(b) below), in the case of this clause (iii), the Secured Leverage Ratio does not exceed 3.50 to 1.00 on a Pro Forma Basis (assuming the full amount available thereunder is drawn and without netting the cash proceeds thereof) with any Incremental Equivalent Debt under Section 6.01(h) being deemed to constitute Indebtedness secured on a pari passu basis with the Term Facilities for the purposes of calculating the Secured Leverage Ratio even if unsecured. The Borrower shall be deemed to have utilized the amounts under clause (ii) prior to using the amounts under clause (i) or (iii) and the Borrower shall be deemed to have utilized the amounts under clause (iii) (to the extent compliant therewith) prior to utilization of the amounts under clause (i). The Borrower may arrange for one or more banks or other financial institutions, which may include any Lenders, to extend Revolving Credit Commitments, provide Incremental Term Loans or increase their applicable existing Term Loans in an aggregate amount equal to the amount of the Incremental Commitment. In the event that one or more of such Persons offer to enter into such Revolving Credit Commitments, subject to satisfaction of the other conditions set forth herein, such Persons, each Issuing Bank and the Administrative Agent shall execute and deliver an Incremental Assumption Agreement. Incremental Term Loans may agreebe made hereunder pursuant to an amendment, supplement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Loan Parties, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent. Each Incremental Assumption Agreement and each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or equal appropriate, in the reasonable opinion of the Borrower and the Administrative Agent, to effect the provisions of this Section 2.17. Notwithstanding the foregoing, no Incremental Revolving Credit Commitments or Incremental Term Loans shall become effective under this Section 2.17 unless on the proposed date of the effectiveness of such Incremental Commitment (i) the Administrative Agent shall have received a certificate dated such date and executed by a Responsible Officer of the Borrower that, subject to the remaining proviso set forth below, the conditions set forth in paragraphs (a) and (c) of Section 4.02 shall have been satisfied, (ii) the Administrative Agent shall have received documents from the Borrower consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental AmountCommitment and (iii) the Administrative Agent shall have received customary legal opinions or other certificates reasonably requested by the it in connection with any such transaction; provided that, with respect to any Incremental Commitment incurred for the primary purpose of financing a Limited Condition Acquisition (“Acquisition-Related Incremental Commitments”), clause (i) of this sentence shall be deemed to have been satisfied so long as (1) as of the date of effectiveness of the related Limited Condition Acquisition Agreement, no Event of Default or Default is in existence or would result from entry into such Limited Condition Acquisition Agreement, (2) as of the aggregate amount date of the initial borrowing pursuant to such Acquisition-Related Incremental CommitmentsCommitment, which shall not exceed the Incremental Amountno Event of Default under clause (a), (b), (h) or (i) of Section 7.01 is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and any substantially concurrent use of proceeds thereof, (3) the representations and warranties set forth in Article III shall be true and correct in all material respects (or in all respects if qualified by materiality) as of the date of effectiveness of the applicable Limited Condition Acquisition Agreement and (4) as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, customary “Sungard” representations and warranties (with such representations and warranties to be reasonably determined by the Administrative Agent and the Borrower) shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the incurrence of such Acquisition-Related Incremental Commitment. Nothing contained in this Section 2.17 shall constitute, or otherwise be deemed to be, a commitment on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer part of any Lender the opportunity to participate in increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any Incremental Commitmentstime. (b) The Borrower Loan Parties and each Incremental Term Loan Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement or Incremental Term Loan Amendment, as applicable, and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Loan Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement or Incremental Term Loan Amendment, as applicable, shall specify the terms of the parties applicable Incremental Term Loans and/or Incremental Revolving Credit Commitments; provided that: (i) any commitments to make Incremental Term Loans in the form of additional Initial Term B Loans shall have the same terms as the Initial Term B Loans, and shall form part of the same Class of Initial Term B Loans, (ii) any commitments to make Incremental Revolving Loans shall have the same terms as the Initial Revolving Loans and shall form part of the same Class of Initial Revolving Loans, (iii) any commitments to make Term Loans with pricing, maturity, amortization and/or other terms different from the Initial Term B Loans (“Other Incremental Term Loans”) shall be subject to compliance with clauses (iv) through (viii) below, (iv) the Other Incremental Term Loans incurred pursuant to clause (a) of this Section 2.17 shall be secured by Liens that rank equal in priority with the Liens securing the existing Loans, (v) the final maturity date of any such Other Incremental Term Loans shall be no earlier than the Latest Maturity Date applicable to Term Loans in effect at the date of incurrence of such Other Incremental Term Loans, and, except as to pricing, amortization, final maturity date and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Loan Lenders in their sole discretion), the Other Incremental Term Loans shall have terms, to the extent not consistent with the Initial Term B Loans, that are not more favorable, taken as a whole, to the lenders providing such Incremental Term Loans than the terms of the Initial Term B Loans, (vi) the Weighted Average Life to Maturity of any such Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loans with the longest remaining Weighted Average Life to Maturity, (vii) there shall be no borrower (other than the Borrower) or guarantor (other than the Guarantors) in respect of any Incremental Term Loan Commitments or Incremental Revolving Credit Commitments, (viii) Other Incremental Term Loans and Incremental Revolving Credit Commitments shall not be secured by any asset of the Borrower or its Subsidiaries other than the Collateral, and (ix) the interest rate margins and (subject to clause (v) above) amortization schedule applicable to the Loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Incremental Revolving Lenders or Incremental Term Loan Lenders; provided that in the event that the All-in Yield for any Incremental Term Loan incurred by the Borrower under any Incremental Term Loan Commitment is higher than the All-in Yield for the outstanding Initial Term B Loans hereunder immediately prior to the incurrence of the applicable Incremental Term Loans by more than 50 basis points, then the effective interest rate margin for the Initial Term B Loans at the time such Incremental Term Loans are incurred shall be increased to the extent necessary so that the All-in Yield for the Initial Term B Loans is equal to the All-in Yield for such Incremental Term Loans minus 50 basis points. Each party hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption AgreementAgreement or Incremental Term Loan Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Credit Commitments evidenced therebythereby as provided for in Section 9.02. Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.17 and any such Collateral and other documentation shall be deemed amendment “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) . Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Incremental Term Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Loans in respect of Incremental Revolving Credit Commitments, when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Loans on a pro rata basis. Notwithstanding anything to the contrary, this Section 2.17 shall supersede any provisions in Section 2.15 or Section 9.02 to the contrary.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretiondelayed) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate Margin and Commitment Fee Rate applicable to the then then-existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 5 million and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 25 million or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.17 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (bc) and (cd) of Section 4.02 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.1 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Restatement Date to time, on one or more occasionsthe Extension Effective Date, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $15,000,000 from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $15,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of Borrowers, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Commitments. (b) The Borrower Borrowers and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental incremental Commitments evidenced thereby, and new Notes shall be issued and Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. Any The fees payable by Borrowers upon any such incremental Commitments shall be agreed upon by Administrative Agent, the Lenders with incremental Commitments and Borrowers at the time of such increase. Nothing in this Section 2.20 shall constitute or be deemed amendment may be memorialized in writing to constitute an agreement by the Administrative Agent with the Borrower’s consent (not any Lender to be unreasonably withheld) and furnished to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation to the extent reasonably as required by the Administrative Agent, in each case relevant amendment or other documentation consistent with those delivered on the Effective Original Closing Date under Section 4.01 5.01 and such additional customary documents and filings as the Administrative Agent may reasonably require require, including amendments to assure that Mortgages and date downs to, and incremental increases in the amounts of coverage under, the various Title Policies, and (iii) Borrowers shall be in pro forma compliance with the covenants set forth in Section 8.07 and the Loan to Value Ratio for all of the Collateral Properties, shall be no more than sixty percent (60%), in each case after giving effect to such incremental Commitments, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, and Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Borrowers, showing such calculations in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansreasonable detail. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. Borrowers agree that Section 4.05 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Without limitation of the foregoing, Borrowers may add additional Collateral Property in accordance with the requirements of Section 2.21 (including the consent of Required Lenders), and obtain an incremental Commitment to finance such new Collateral Property.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to time, on one or more occasionsthe nine (9) month anniversary of the Closing Date, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $200,000,000 from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $200,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of the Borrower, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Commitments. (b) The Borrower and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments evidenced thereby (including adjusting the Applicable Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and the Borrower’s consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.4 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.4 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13 after giving effect to assure that such incremental Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent during the period from time the Restatement Date to time, on one or more occasionsthe Maturity Date, request Incremental incremental Commitments in an additional aggregate principal amount minimal incremental amounts of at least $5,000,000,provided that Aggregate Commitments shall not to at any time exceed the Incremental Commitment Cap $450,000,000, which incremental Commitments may come from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested requested, (which shall be in minimum increments of $1,000,000 and a minimum ii) the then current amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Aggregate Commitments, which after giving effect to all incremental Commitments, shall not exceed $450,000,000 in the Incremental Amountaggregate, and (3iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of Borrowers, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Commitments. (b) The Borrower Borrowers and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental incremental Commitments evidenced thereby, and new Notes shall be issued and Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. Any The fees payable by Borrowers upon any such incremental Commitments shall be agreed upon by Administrative Agent, the Lenders with incremental Commitments and Borrowers at the time of such increase. Nothing in this Section 2.20 shall constitute or be deemed amendment may be memorialized in writing to constitute an agreement by the Administrative Agent with the Borrower’s consent (not any Lender to be unreasonably withheld) and furnished to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation to the extent reasonably as required by the Administrative Agent, in each case relevant amendment or other documentation consistent with those delivered on the Effective Original Closing Date under Section 4.01 5.01 and such additional customary documents and filings as the Administrative Agent may reasonably require require, including amendments to assure that Mortgages and date downs to, and incremental increases in the amounts of coverage under, the various Title Policies, and (iii) Borrowers shall be in pro forma compliance with the covenants set forth in Section 8.07 and the Loan to Value Ratio for all of the Collateral Properties shall be no more than (x) sixty percent (60%) prior to the Extension Period, and (y) fifty-five percent (55%) during the Extension Period, in each case after giving effect to such incremental Commitments, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, and Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Borrowers, showing such calculations in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansreasonable detail. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. Borrowers agree that Section 4.05 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Without limitation of the foregoing, Borrowers may add additional Collateral Property in accordance with the requirements of Section 2.21 (including the consent of Required Lenders)and obtain an incremental Commitment to finance such new Collateral Property.

Incremental Commitments. (a) The At any time during the Availability Period, subject to the terms and conditions set forth herein, the Borrower maymay at any time and from time to time, by written notice to the Administrative Agent from time (whereupon the Administrative Agent shall promptly deliver a copy to time, on one or more occasionseach of the Lenders), request to add additional Commitments (together the “Incremental Commitments Extensions of Credit”) in minimum principal amounts of $5,000,000, provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount set forth below, provided, further, that (x) immediately prior to and after giving effect to any Incremental Facility Amendment, no Default has occurred or is continuing or shall result therefrom and (y) the Borrower shall be in compliance on a Pro Forma Basis with the Financial Performance Covenant recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available. The Incremental Extensions of Credit (a) shall be in an additional aggregate principal amount not exceeding $20,000,000 and (b) shall have the same terms as the Commitments. The Borrower may chose to exceed offer each Lender (an “Existing Lender”) the opportunity to commit to the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Extensions of Credit; provided that no Existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing obligated to provide any Incremental Extensions of Credit unless it so agrees. Any additional bank, financial institution, Existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Administrative Agent (any such bank, financial institution, Existing Lender or other Person being called an “Additional Lender”) and shall become a Lender under this Agreement, pursuant to an amendment (an “Incremental CommitmentsFacility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.20, and, as appropriate, the case other Loan Documents, executed by the Borrower, each Additional Lender and the Administrative Agent. Commitments in respect of Incremental Extensions of Credit shall be Commitments for all purposes under this Agreement. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may bebe necessary or appropriate, in their own discretion; providedthe opinion of the Administrative Agent, that (i) each to effect the provisions of this Section. The effectiveness of any Incremental Lender Facility Amendment shall be subject to the approval satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the Administrative Agent conditions set forth in Section 4.02 (which approval it being understood that all references to “the date of such Borrowing” in such Section 4.02 shall not be unreasonably withhelddeemed to refer to the Incremental Facility Closing Date). Upon each increase in the Commitments pursuant to this Section 2.20, delayed or conditioned)each Existing Lender will automatically and without further act be deemed to have assigned to each Additional Lender providing a portion of the Incremental Extension of Credit, and each such Additional Lender will automatically and without further act be deemed to have assumed, a portion of such Existing Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the Swingline Lender percentage of the aggregate outstanding (which approval shall not be unreasonably withheld, delayed or conditionedi) and the Borrower (participations hereunder in its sole discretion) unless such Incremental Lender is a Lender, Letters of Credit and (ii) participations hereunder in Swingline Loans held by each Incremental Commitment shall be on the same terms as the existing Commitments Lender (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower including each such Additional Lender) will equal such Lender’s Applicable Percentage and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreementif, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectivenessincrease, there are any Revolving Loans outstanding, such Revolving Loans shall on the conditions Incremental Facility Closing Date be prepaid from the proceeds of additional Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The proceeds of the Incremental Extensions of Credit shall be used for the purposes set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans5.11. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower maymay on one or more occasions, by written notice to the Administrative Agent, request during the Revolving Availability Period, (i) the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments; provided that the aggregate amount of all the Incremental Commitments established hereunder during the term of this Agreement shall not exceed $75,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, shall be effective, which shall be not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent from time to timeand (B) the amount of the Incremental Revolving Commitments or Incremental Term Commitments, on as applicable, being requested (which shall not be less than $25,000,000). Incremental Commitments may be provided by any Lender or by one or more occasionsother financial institutions identified by the Borrower; provided, request that (x) any Lender requested by the Borrower to provide any Incremental Commitments in an additional aggregate principal amount not to exceed the Revolving Commitment or Incremental Term Commitment Cap from one may elect or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate decline, in its sole discretion)) willing , to provide such Incremental CommitmentsRevolving Commitment or Incremental Term Commitment and (y) any Person becoming an Incremental Lender, if such Person is not already a Lender, must be an Eligible Assignee and must be approved by the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, the Issuing Bank and the Swingline Lender (such approval not to be unreasonably withheld). (b) The terms and conditions of any Incremental Revolving Commitments and of the Loans and other extensions of credit to be made thereunder shall be identical to those of the original Commitments and Revolving Loans and other extensions of credit made hereunder, and shall be treated as a single class with such Commitments and Loans, and if the Borrower determines to increase the interest rates or fees payable in respect of Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, such increase shall only be permitted if the interest rates or fees payable in respect of the original Commitments and Loans and other extensions of credit made hereunder, as applicable, shall be increased to equal such interest rates or fees payable in respect of such Incremental Revolving Commitments or Loans and other extensions of credit, as the case may be. Any Incremental Term Commitments and the Incremental Term Loans to be made thereunder shall be on such terms as the Administrative Agent, in their own discretionthe Borrower and the Incremental Term Lenders may agree; provided, that (i) all Incremental Term Loans shall bear interest on the same basis as the Revolving Credit Loans, but with such adjustments to the spreads set forth in the definition of “Applicable Rate” as the Administrative Agent, the Borrower and the Incremental Term Lenders may agree upon; provided, that if the Weighted Average Yield for any Incremental Term Loans shall at any time exceed by more than 0.50% per annum the Weighted Average Yield for Revolving Credit Loans or any other Class of Incremental Term Loans, then the Applicable Rate for Revolving Loans or such other Class of Incremental Term Loans shall automatically be increased to reduce such excess to 0.50% per annum, (ii) Incremental Term Loans may amortize, and may have the benefit of mandatory prepayment events, on terms customary at the time of the establishment thereof for “Tranche A” term loans, but may not mature prior to the Maturity Date and (iii) Incremental Term Loans shall not have the benefit of any representations or warranties, affirmative or negative covenants or Events of Default that do not equally benefit all other Classes of Loans hereunder. (c) Incremental Commitments shall be established pursuant to one or more Incremental Commitment Agreements executed and delivered by the Borrower, each Incremental Lender providing an Incremental Commitment and the Administrative Agent; provided that no Incremental Commitments shall become effective unless such Incremental Commitments amount to at least $25,000,000 in the aggregate and unless on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments, (i) no Default shall have occurred and be continuing, (ii) the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (iii) the Borrower shall have delivered to the Administrative Agent such legal opinions, evidence of authority, officer’s certificates and other documents as shall have been requested by the Administrative Agent. Each Incremental Commitment Agreement may, without the consent of any Lender, effect such amendments to, or amend and restate, this Agreement and the other Loan Documents (including provisions hereof or thereof that would otherwise require the consent of all the Lenders) as may be necessary or appropriate, in the opinion of the Administrative Agent, to provide for the applicable Incremental Commitments and the Loans and other extensions of credit thereunder and otherwise to give effect to the provisions of this Section; provided that no such Incremental Commitment Agreement shall effect any amendment or waiver referred to in Section 9.02(b)(ii)(A), (B) or (C) without the consent of each Lender affected thereby. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be subject deemed to the approval be a “Lender” (and a Lender in respect of Commitments and Loans of the Administrative Agent (which approval applicable Class) hereunder, and henceforth shall not be unreasonably withheldentitled to all the rights of and benefits accruing to, delayed or conditioned)and bound by all agreements and other obligations of, the Swingline a Lender (which approval or a Lender in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents and (ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall not be unreasonably withheldconstitute (or, delayed or conditioned) and in the Borrower (in its sole discretion) unless event such Incremental Lender is already has a LenderCommitment, shall increase) the Commitment of such Incremental Lender and (B) the Aggregate Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. (e) On the date of effectiveness of any Incremental Revolving Commitments (the “Incremental Revolving Commitment Effective Date”), (i) the aggregate principal amount of the Revolving Loans outstanding immediately prior to such effectiveness (the “Outstanding Borrowings”) shall be deemed to be repaid; (ii) each Incremental Commitment Revolving Lender that shall be on the same terms as the existing Commitments (except with respect have been a Lender prior to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing Revolving Commitment Effective Date shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Incremental Revolving Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased multiplied by (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (12) the amount of the Incremental Commitments being requested Subsequent Borrowings (which shall be in minimum increments as hereinafter defined) and (B) the product of $1,000,000 and a minimum amount of $10,000,000 (or 1) such lesser amount as the Administrative Agent may agree) or equal Lender’s Applicable Percentage (calculated without giving effect to the remaining Incremental Amount), Revolving Commitments) multiplied by (2) the aggregate amount of the Outstanding Borrowings; (iii) each Incremental Commitments, which Revolving Lender that shall not exceed have been a Lender prior to the Incremental Amount, and (3) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Revolving Commitment Effective Date shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver pay to the Administrative Agent in same day funds an amount equal to the product of (A) such Incremental Revolving Lender’s Applicable Percentage (calculated after giving effect to the Incremental Revolving Commitments) multiplied by (B) the amount of the Subsequent Borrowings; (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender that is not an Incremental Assumption Agreement. Each Revolving Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the Incremental Revolving Commitments) multiplied by (2) the amount of the parties hereto hereby agrees that Outstanding Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the Incremental Revolving Commitments) multiplied by (2) the amount of the Subsequent Borrowings; (v) after the effectiveness of the Incremental Revolving Commitments, the Borrower shall be deemed to have made new Borrowings (the “Subsequent Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Outstanding Borrowings and of the Types and for the Interest Periods specified in a borrowing request delivered in accordance with Section 2.03; (vi) each Lender shall be deemed to hold its Applicable Percentage of each Subsequent Borrowing (calculated after giving effect to the Incremental Revolving Commitments); and (vii) the Borrower shall pay to each Lender any and all accrued but unpaid interest on the Outstanding Borrowings. The deemed payments made pursuant to clause (i) above in respect of each Eurocurrency Loan shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.15 if the Incremental Revolving Commitment Effective Date occurs other than on the last day of the Interest Period relating thereto. (f) Subject to the terms and conditions set forth herein and in the applicable Incremental Commitment Agreement, each Lender holding an Incremental Term Commitment shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment on the date specified in such Incremental Commitment Agreement. (g) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.20(a) and of the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative AgentCommitments, in each case consistent with those delivered on advising the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each Lenders of the parties hereto hereby agrees that details thereof and of the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect Applicable Percentages of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basisthe Lenders after giving effect thereto.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent at any time and from time to time, on make one or more occasionsrequests for Incremental Term Advance Commitments and/or Incremental Revolving Facility Commitments, request Incremental Commitments as applicable, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount, from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Term Advance Commitments and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Facility Lender and Incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Term Lender or Incremental Revolving Facility Lender, as the case may be, is a Lender or an Affiliate of a Lender. If any Lender is a Lenderwilling, in its sole and (ii) each absolute discretion, to provide Incremental Commitment Term Advance Commitments hereunder, it shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower execute and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable deliver to the then existing Commitments shall automatically be increased Agent an Incremental Term Advance Activation Notice specifying (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of such Incremental Term Advance Commitment, (ii) the applicable Incremental Commitments being requested Term Facility Maturity Date (which shall not be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as earlier than the Administrative Agent may agree) or equal to the remaining Incremental AmountMaturity Date), (2iii) the aggregate amount amortization schedule for the corresponding Incremental Term Advances (the average weighted life to maturity of Incremental Commitments, which shall not exceed be shorter than that of the Incremental Amount, then outstanding Term Advances) and (3iv) the date on which Applicable Margin for such Incremental Commitments are requested Term Advances (provided that in the event that the all-in margin of such Incremental Term Advances exceeds the Applicable Margin for the Term Advances by more than 0.25% per annum, the Applicable Margin for the Term Advances shall be increased such that the resulting pricing differential shall be equal to become effective (the “Increased Amount Date”0.25% per annum). The Borrower shall have no obligation Each Lender having an Incremental Term Advance Commitment agrees, subject to offer any Lender the opportunity terms and conditions set forth in the applicable Incremental Assumption Agreement, to participate make Incremental Term Advances to the Borrower, in any an aggregate principal amount not to exceed its Incremental Commitments. (b) Term Advance Commitment. The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Agent shall reasonably specify to evidence the Incremental Term Advance Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Advances and/or Incremental Revolving Facility Commitments; provided, that from and after the effectiveness of each Incremental Assumption Agreement, the associated Incremental Revolving Facility Commitments shall thereafter be Revolving Facility Commitments and, in the event that any Incremental Term Advances have the same terms as the Term Advances, such Incremental Term Advances shall thereafter be Term Advances. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Term Advance Commitments and/or Incremental Revolving Facility Commitments evidenced therebythereby as provided for in Section 9.01. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto, and no such other party shall have any right to consent to any such deemed amendment. (cb) Notwithstanding the foregoing, no Incremental Term Advance Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (bSection 4.02(b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer officer of the Borrower, Borrower and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other LoansDate. (dc) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Advances in the form of additional Term Advances, when originally made, are included in each Borrowing of outstanding Term Advances on a pro rata basis, and (ii) all Revolving Loans Facility Advances in respect of Incremental Revolving Facility Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans Facility Advances on a pro rata basis. The Borrower agrees that Section 2.13 shall apply to any conversion of Eurodollar Rate Advances to Base Rate Advances reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to time, on one or more occasionsthe twenty-four (24) month anniversary of the Closing Date, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $225,000,000 from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $225,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of the Borrower, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Commitments. (b) The Borrower and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments evidenced thereby (including adjusting the Applicable Percentages), and new Notes shall be issued and the Borrower shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and the Borrower’s consent (not Borrower at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.4 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.4 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.13 after giving effect to assure that such incremental Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time on up to time, on one or more two (2) occasions, request Incremental Commitments incremental increases in the Maximum Revolving Credit Amount in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $25,000,000 from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental incremental Revolving Commitments, as the case may be, in their own sole discretion; provided, that (i) each Incremental additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental Commitments increase in the Maximum Revolving Credit Amount being requested (requested, which shall be in minimum increments of not less than $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount10,000,000, and (3ii) the date on which such Incremental Commitments are requested incremental increase in the Maximum Revolving Credit Amount is to become effective (the “"Increased Amount Date”"). The Borrower Borrowers shall have no obligation be responsible for all reasonable, out of pocket, fees and expenses in connection with such increase, and, to offer any Lender the opportunity extent agreed in writing by the Borrowers pursuant to participate in any Incremental Section 2.18(b), syndication expenses and fees paid to Lenders providing the additional Revolving Commitments. (b) The Borrower Borrowers and each Incremental new Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Agent shall reasonably specify to evidence the commitment of such new increase in the Maximum Revolving Credit Amount. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Commitment Percentages), and new Revolving Credit Notes shall be issued and the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Maximum Revolving Credit Amount, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrower’s consent (not Borrowers at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.18 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment Percentage hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.22 2.18 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 3.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer a duly authorized officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 3.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7 after giving effect to assure that such incremental Revolving Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans Credit Advances in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing such aggregate Revolving Credit Advance of outstanding Revolving Loans Credit Advances on a pro rata basis. The Borrowers agree that Section 2.18 shall apply to any conversion of any Loan bearing interest at the Applicable LIBOR Rate to a Loan bearing interest at the Applicable Base Rate reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, on one or more occasionsoccasion during the period from the Closing Date to December 31, 2007, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed the aggregate amount of $50,000,000 (the “Incremental Commitment Cap Limit”) from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Loans in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (3ii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and incremental Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrower shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrower upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and the Borrower’s consent (not Borrower at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer a financial officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Commitmentsincremental Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on up to two (2) occasions during the period from time the Closing Date to time, on one or more occasionsthe Extension Effective Date, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $15,000,000 from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount)requested, (2ii) the aggregate amount of Incremental all incremental Commitments, which when taken together with all other incremental Commitments, shall not exceed $15,000,000 in the aggregate (the “Incremental AmountLimit”), and (3iii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower Administrative Agent and/or its Affiliates shall have no obligation use commercially reasonable efforts, with the assistance of Borrowers, to offer any Lender arrange a syndicate of Lenders willing to hold the opportunity to participate in any Incremental requested incremental Commitments. (b) The Borrower Borrowers and each Incremental incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such incremental Lender. Each such documentation shall specify the terms of the applicable incremental Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Commitments shall thereafter be Commitments with the same terms as the Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental incremental Commitments evidenced thereby, and new Notes shall be issued and Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Commitments, in each case without the consent of the Lenders other than those Lenders with incremental Commitments. Any The fees payable by Borrowers upon any such deemed amendment may incremental Commitments shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Commitments and Borrowers at the Borrower’s consent (not time of such increase. Nothing in this Section 2.19 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitments hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.19 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 5.01 and such additional customary documents and filings as the Administrative Agent may reasonably require require, including amendments to assure that Mortgages and date downs to, and incremental increases in the amounts of coverage under, the various Title Policies, and (iii) Borrowers shall be in pro forma compliance with the covenants set forth in Section 8.07 and the Loan to Value Ratio for all of the Collateral Properties, shall be no more than sixty percent (60%), in each case after giving effect to such incremental Commitments, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date, and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of Borrowers, showing such calculations in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansreasonable detail. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. Borrowers agree that Section 4.05 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time on up to time, on one or more two (2) occasions, request Incremental Commitments incremental increases in the Maximum Revolving Credit Amount in an additional aggregate principal amount not to exceed the Incremental Commitment Cap aggregate amount of $25,000,000 from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental incremental Revolving Commitments, as the case may be, in their own sole discretion; provided, that (i) each Incremental additional Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed withheld or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental Commitments increase in the Maximum Revolving Credit Amount being requested (requested, which shall be in minimum increments of not less than $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount5,000,000, and (3ii) the date on which such Incremental Commitments are requested incremental increase in the Maximum Revolving Credit Amount is to become effective (the “Increased Amount Date”). The Borrower Borrowers shall have no obligation be responsible for all reasonable and documented, out of pocket, fees and expenses in connection with such increase, and, to offer any Lender the opportunity extent agreed in writing by the Borrowers pursuant to participate in any Incremental Section 2.18(b), syndication expenses and fees paid to Lenders providing the additional Revolving Commitments. (b) The Borrower Borrowers and each Incremental new Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Agent shall reasonably specify to evidence the commitment of such new increase in the Maximum Revolving Credit Amount. Each such documentation shall specify the terms of the applicable incremental Revolving Commitments; provided, that from and after the effectiveness of each amendment or other documentation, the associated incremental Revolving Commitments shall thereafter be Revolving Commitments with the same terms as the Revolving Commitments (including as to pricing and maturity). Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Revolving Commitments evidenced thereby (including adjusting the Commitment Percentages), and new Revolving Credit Notes shall be issued and the Borrowers shall make such borrowings and repayments as shall be necessary to effect the reallocation of the Maximum Revolving Credit Amount, in each case without the consent of the Lenders other than those Lenders with incremental Revolving Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Revolving Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent Agent, the Lenders with incremental Revolving Commitments and the Borrower’s consent (not Borrowers at the time of such increase. Notwithstanding the forgoing, nothing in this Section 2.18 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment Percentage hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Revolving Commitment shall become effective under this Section 2.22 2.18 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 3.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer a duly authorized officer of the BorrowerBorrowers, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 3.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7 after giving effect to assure that such incremental Revolving Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans Credit Advances in respect of Incremental incremental Revolving Commitments, when originally made, are included in each Borrowing such aggregate Revolving Credit Advance of outstanding Revolving Loans Credit Advances on a pro rata basis. The Borrowers agree that Section 2.18 shall apply to any conversion of any Loan bearing interest at the Applicable LIBOR Rate to a Loan bearing interest at the Applicable Base Rate reasonably required by the Lenders to effect the foregoing.

Incremental Commitments. (a) The Borrower may, from time to time, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request additional Commitments, as applicable (collectively, “Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Commitments”), from one or more Incremental Lenders (which may include any existing Lender in the sole discretion of such Lenders) or Eligible Assignees who will become Lenders, in an aggregate principal amount for all Incremental Commitments not to exceed $50,000,000; provided that at the time of the incurrence of such Incremental Commitments and immediately after giving effect thereto and to the use of the proceeds thereof (each of which assuming the full utilization thereof), no Default shall have occurred and be continuing or would result therefrom and the Borrower shall be entitled to agree or decline to participate in its sole discretionPro Forma Compliance with Section 7.12(a)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, further, that (i) each Incremental such person, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldand, delayed or conditioned)in connection with any additional Commitment, the L/C Issuer and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed withheld or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental additional Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree5,000,000) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental additional Commitments are requested to become effective (which shall not be less than ten Business Days nor more than 60 calendar days after the “Increased Amount Date”date of such notice, unless otherwise agreed to by the Administrative Agent). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental additional Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding The Incremental Commitments shall rank pari passu in right of payment and of security with the foregoing, no Incremental Commitment existing Loan Document Obligations and all terms of any additional Commitments and Credit Extensions under such additional Commitments shall be identical to the existing Commitments and Credit Extensions. (d) No additional Commitments shall become effective under this Section 2.22 unless (i) 2.11 unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (ba) and (cb) of Section 4.02 4.2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Borrower, ; and (ii) the Administrative Agent shall have received legal opinions(with sufficient copies for each of the additional Lenders) closing certificates, board resolutions opinions of counsel and other closing certificates and customary documentation to the extent reasonably required requested by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (de) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect that following the establishment of Incremental any additional Commitments, when originally made, are included in each Borrowing of the outstanding Revolving Loans are held by the Lenders in accordance with their new Applicable Percentages. This may be accomplished at the discretion of the Administrative Agent by requiring each outstanding LIBOR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each additional Commitment, or by requiring a pro rata basisprepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with the Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs).

Incremental Commitments. (a) The Lead Borrower may, from time to time, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request additional Revolving Commitments (collectively, “Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Commitments”), from one or more Incremental Revolving Lenders (which may include any existing Lender (each in the sole discretion of which shall be entitled such Lenders) and/or Eligible Assignees who will become Revolving Lenders, in an aggregate principal amount of up to agree or decline to participate in its sole discretion)) willing to provide $100,000,000; provided that at the time of the incurrence of such Incremental CommitmentsCommitments and immediately after giving effect thereto and to the use of the proceeds thereof, as the case may be, in their own discretionno Default shall have occurred and be continuing or would result therefrom; provided, provided further that (i1) each Incremental such Person, if not already a Revolving Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldAgent, delayed or conditioned), the L/C Issuers and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and the (2) Lead Borrower (in its sole discretion) unless may make only five such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)requests. Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 10,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount25,000,000), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than five Business Days nor more than 60 calendar days after the “Increased Amount Date”date of such notice, unless otherwise agreed to by the Administrative Agent). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Borrowers and each Revolving Lender providing an Incremental Lender Commitment shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Revolving Lender. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary (i) to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments evidenced therebythereby and (ii) to increase the hard dollar amounts in the definitions of “Borrowing Base Reporting Trigger Event”, “Borrowing Base Reporting Trigger Period”, “Cash Dominion Trigger Event”, “Cash Dominion Trigger Period”, “Collateral Administration Trigger Event”, “Collateral Administration Trigger Period” and “Payment Conditions” and in Sections 2.2(h) and 7.12, in each case in proportion to the increase in the Revolving Commitments after giving effect to such Incremental Commitments. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Lead Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no The terms of each Incremental Commitment shall become effective under this Section 2.22 unless be reasonably satisfactory to the Administrative Agent and in any event: (i) each Incremental Commitment (and the Revolving Loans made thereunder) shall rank pari passu in right of payment and of security with the existing Revolving Commitments (and the Revolving Loans made thereunder); and (ii) all material terms of each Incremental Commitment (and the Revolving Loans made thereunder) shall be identical to the existing Revolving Commitments (and the Revolving Loans made thereunder) (excluding upfront and other similar fees paid at the closing of such Incremental Commitment). (d) No Incremental Commitments shall become effective unless, on the date of such effectiveness, (i) the conditions set forth in paragraphs (ba) and (cb) of Section 4.02 4.2 shall be satisfied as if it was a borrowing date and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Financial Officer of the Lead Borrower, ; and (ii) the Administrative Agent shall have received legal opinionsclosing certificates, board resolutions opinions of counsel and other closing certificates and customary documentation to the extent reasonably required requested by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (de) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect that, following the establishment of any Incremental Commitments, when originally made, are included in each Borrowing of the outstanding Revolving Loans are held by the Revolving Lenders in accordance with their new Applicable Percentages. This may be accomplished by the Administrative Agent, in consultation with Lead Borrower, by requiring each outstanding LIBOR Borrowing of the relevant Class to be converted into an ABR Borrowing of such Class on the date of each additional Revolving Commitment, or requiring a pro rata basisprepayment and reborrowing of Revolving Loans. Any conversion or prepayment made pursuant to the preceding sentence shall be subject to Section 3.5 (it being understood that, the Administrative Agent shall consult with Lead Borrower regarding the foregoing and, to the extent practicable, will attempt to pursue options that minimize breakage costs).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Term Loan Commitments in an additional aggregate principal amount not to exceed in the aggregate the Incremental Commitment Cap Amount from one or more Incremental Term Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Term Loan Commitments in their own discretion; provided, that (i) each Incremental Term Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Term Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitmentseffective. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender. Each Incremental Assumption Agreement shall specify that from and 57 after the effectiveness of the Incremental Assumption Agreement and the funding thereunder, the associated Incremental Term Loans shall thereafter be Term A Loans. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary necessary, which includes amending Section 2.10, to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments evidenced therebythereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 2.22 2.20 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, provided that in the event that the Incremental Term Loan Commitments are used to finance a Permitted Business Acquisition, the condition regarding the accuracy of representations and warranties set forth in paragraph (b) of Section 4.01 shall be limited to customary “specified representations” and those representations included in the related acquisition agreement that are material to the interests of the Lenders and only to the extent that the Borrower has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, and the condition regarding the absence of a Default or Event of Default required by paragraph (c) of Section 4.01 shall be made by the Borrower at the time of the execution of the relevant acquisition agreement related to such Permitted Business Acquisition, (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Incremental Term Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansthe existing Loans and (iii) the Borrower shall be in Pro Forma Compliance after giving effect to such Incremental Term Loan Commitment, the Loans to be made thereunder and the application of the proceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Incremental Term Loans are in respect the form of Incremental Commitments, additional Term A Loans when originally made, and are included in each Borrowing and repayment (including pursuant to Section 2.10(a)(i)) of outstanding Revolving Term A Loans. The Borrower agrees that Section 2.16 shall apply to any conversion of EurocurrencyTerm Benchmark Loans to ABR Loans reasonably required by the Lenders to effect the foregoing. (e) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (j) of this Section 2.20)) or any other Loan Document, pursuant to one or more offers made from time to time by the Borrower to all Lenders on a pro rata basis (“Extension Offers”), the Borrower is hereby permitted to consummate from time to time transactions with individual Lenders that accept the terms contained in such Extension Offers to extend the maturity date of each such Lender’s Term A Loans to each such Lender and to otherwise modify the terms of such Lender’s Term A Loans pursuant to the terms of the relevant Extension Offer (including increasing the interest rate or fees and/or modifying the amortization schedule in respect thereof). Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender (if such Lender is extending an existing Term A Loan) (such extended Term A Loan, an “Extended Term Loan”). (f) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans; provided that (i) except as to interest rates, fees, amortization, final maturity date and participation in prepayments (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Extension Offer), the Extended Term Loans shall have (x) the same terms as the Term A Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be later than the Term A Facility Maturity Date, (iii) the weighted average life to maturity of any Extended Term Loans shall be longer than the remaining weighted average life to maturity of the Term A Loans, and (iv) other than as set forth in Section 2.11(g), any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory repayments or prepayments hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans evidenced thereby as provided for in Section 10.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term A Loan (or applicable portion thereof) will be automatically designated an Extended Term Loan. For purposes of this Agreement and the other Loan Documents, if such Extending Lender is extending a Term A Loan (or portion thereof), such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan. (h) [Reserved]. (i) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.20), (i) the aggregate amount of Extended Term Loans, will not be included in the calculation of the Incremental Amount, (ii) no Extended Term Loan is required to be in any minimum amount or any minimum increment, (iii) except as set forth in the applicable Extension Offer, any Extending Lender may extend all or any portion of its Term A Loans pursuant to one or more Extension Offers (subject to applicable proration in the case of overparticipation) (including one or more extensions of any Extended Term Loan), (iv) there shall be no condition precedent to any Extension of any Term A Loan at any time or from time to time other than (A) delivery of notice to the Administrative Agent of such Extension and the terms of the Extended Term Loans implemented thereby and (B) a representation by the Borrower in the applicable Incremental Assumption Agreement that the representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the effective date of such Extension, with the same effect as though made on and as of such date, except to the extent any such representation or warranty expressly relates to an earlier date (in which case such representation or warranty was true and correct in all material respects as of such earlier date), (v) no consent of any Lender or Agent shall be required to effectuate any Extension, other than the consent of each Lender agreeing to such Extension with respect to one or more of its Loans and/or Commitments (or a portion thereof), (vi) all Extended Term Loans and all obligations in respect thereof shall be Obligations under this Agreement and the other Loan Documents that are secured on a pari passu basis with the Term A Loans and (vii) no Lender shall be required to consent to any extension of any Loan and/or Commitment (or any portion thereof), which consent shall be in each Lender’s sole discretion. (j) Each Extension shall be consummated pursuant to procedures set forth in the associated Extension Offer; provided that the Borrower shall cooperate with the Administrative Agent prior to making any Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including, without limitation, timing, rounding and other adjustments.

Incremental Commitments. (a) The a).The Borrower maymay on one or more occasions, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request during the Revolving Availability Period, (i) the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments; provided that the aggregate amount of all the Incremental Commitments in an additional aggregate principal amount established hereunder during the term of this Agreement shall not to exceed $100,000,000. Each such notice shall specify (A) the date on which the Borrower proposes that the Incremental Commitment Cap from one Revolving Commitments or more the Incremental Lenders (which may include any existing Lender (each of Term Commitments, as applicable, shall be effective, which shall be entitled to agree not less than 10 Business Days (or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, shorter period as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among by the Borrower and Administrative Agent) after the Incremental Lenders providing date on which such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable notice is delivered to the then existing Commitments shall automatically be increased Administrative Agent and (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1B) the amount of the Incremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (which shall not be less than $25,000,000). Incremental Commitments may be provided by any Lender or by one or more other financial institutions identified by the Borrower; provided, that (x) any Lender requested by the Borrower to provide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (its sole discretion, to provide such Incremental Revolving Commitment or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, Term Commitment and (3y) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent Person becoming an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption AgreementLender, this Agreement shall if such Person is not already a Lender, must be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may an Eligible Assignee and must be memorialized in writing approved by the Administrative Agent with and, in the Borrower’s consent case of any proposed Incremental Revolving Lender and the Issuing Bank (such approval not to be unreasonably withheld) and furnished to the other parties heretowithheld or delayed). (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent on two occasions during the period from time the Closing Date to time, on one or more occasionsthe date five Business Days prior to the Maturity Date, request Incremental incremental Commitments in an additional aggregate principal amount not to exceed less than $25,000,000 per request and not more than $50,000,000 in the aggregate (the “Incremental Commitment Cap Limit”) from one or more Incremental additional Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender, each, a “New Term Loan Lender”) willing to provide such Incremental Commitments, as the case may be, incremental Commitments in their own discretion; provided, that (i) each Incremental New Term Loan Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental New Term Loan Lender is a Lender or an Affiliate of a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amountrequested, and (3ii) the date on which such Incremental incremental Commitments are requested to become effective (the “Increased Amount Date”). On any Increased Amount Date on which any such incremental Commitments are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrowers (a “New Term Loan”) in an amount equal to its incremental Commitment, and (ii) each New Term Loan Lender shall become a Lender hereunder with respect to such incremental Commitment and the New Term Loans made pursuant thereto. The Borrower terms and provisions of the New Term Loans and the incremental Commitments shall have no obligation be identical to offer any Lender the opportunity to participate in any Incremental Commitmentsexisting Loans. (b) The Borrower Borrowers and each Incremental New Term Loan Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreementsuch documentation as the Administrative Agent shall reasonably specify to evidence the incremental Commitment of such New Term Loan Lender. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreementsuch documentation, this Credit Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the existence and terms of the incremental Commitments and New Term Loans evidenced thereby (including adjusting the Commitment Percentages), and new Notes shall be issued and the Borrowers shall make such borrowings without the consent of the Lenders other than those Lenders with incremental Commitments. The fees payable by the amount of the Incremental Borrowers upon any such incremental Commitments evidenced thereby. Any such deemed amendment may shall be memorialized in writing agreed upon by the Administrative Agent with Agent, the Borrower’s consent (not New Term Loan Lenders and the Borrowers at the time of such increase. Notwithstanding the foregoing, nothing in this Section 2.7 shall constitute or be deemed to be unreasonably withheld) and furnished constitute an agreement by any Lender to the other parties heretoincrease its Commitment hereunder. (c) Notwithstanding the foregoing, no Incremental incremental Commitment shall become effective under this Section 2.22 2.7 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 5.2 shall be satisfied assuming a Loan were then being made and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer a financial officer of the BorrowerBRT, and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant amendment or other documentation and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 5.1 and such additional customary documents and filings as the Administrative Agent may reasonably require require, and (iii) the Borrowers shall be in pro forma compliance with the covenants set forth in Section 7.2 after giving effect to assure that such incremental Commitments, the Loans in respect to be made thereunder and the application of Incremental Commitments are secured by the Collateral ratably with all other Loansproceeds therefrom as if made and applied on such date. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental CommitmentsNew Term Loans, when originally made, are included in each Borrowing borrowing of outstanding Revolving Loans on a pro rata basis.

Incremental Commitments. (a) The Borrower Borrowers may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Revolving Facility Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount from one or more Incremental Revolving Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Revolving Lender is a Lender, and (ii) each Incremental Revolving Facility Commitment shall be on the same terms as the existing Revolving Facility Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments Revolving Facility hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $1,000,000 5 million and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 25 million or equal to the remaining Incremental Amount), (2ii) the aggregate amount of Incremental Revolving Facility Commitments, which shall not exceed the Incremental Amount, and (3iii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Borrowers and each Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Lender. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments Revolving Facility by the amount of the Incremental Revolving Loan Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerCompany, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Revolving Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with all other Revolving Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Revolving Facility Commitments, when originally made, are included in Amended and Restated Revolving Credit Agreement each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to timetime after the Closing Date, on one or more occasionsand prior to the Revolving Facility Loan Maturity Date, request Incremental Commitments in an additional aggregate principal amount not to exceed that the Incremental Commitment Cap from Amount be provided by one or more Incremental Revolving Facility Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Revolving Facility Commitments in their own discretion; provided, that (i) each Incremental Revolving Facility Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Revolving Facility Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront an Affiliate of a Lender or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)an Approved Fund. Such notice shall set forth (1i) the amount of the Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $1,000,000 5.0 million and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 25.0 million or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Revolving Facility Commitments are requested to become effective (the “Increased Amount Date”) and (iii) whether such Incremental Revolving Loan Commitments are to be Revolving Facility Commitments or commitments to make revolving loans with pricing terms different from the Revolving Facility Loans (“Other Revolving Loans”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Revolving Facility Commitments; provided, that (i) the Other Revolving Loans shall have the same guarantees as and rank pari passu or junior in right of payment and of security with the Revolving Facility Loans and, except as to pricing and final maturity date, shall have (x) the same terms as the Revolving Facility Loans, as applicable, and (y) intercreditor arrangements and such other terms as shall be reasonably satisfactory to the Administrative Agent and (ii) the final maturity date of any Other Revolving Loans shall be no earlier than the Revolving Facility Loan Maturity Date. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Revolving Loan Commitments evidenced therebythereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs both before and after such effectiveness, (bx) there is no Default or Event of Default and (cy) of Section 4.02 the Borrower shall be satisfied and in Pro Forma Compliance, (ii) the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the BorrowerBorrower and containing calculations in reasonable detail demonstrating compliance with the requirement contained in preceding subclause (i)(y), and (iiiii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans in respect of the Incremental Revolving Facility Commitments are secured by the Collateral ratably with all other (or, to the extent agreed by the applicable Incremental Revolving Facility Lenders in the applicable Incremental Assumption Agreement, junior to) the existing Revolving Facility Loans. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Facility Loans in respect of Incremental CommitmentsRevolving Facility Commitments (other than Other Revolving Loans), when originally made, are included in each Borrowing of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each establishment, during the Availability Period, of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretion; provided, that the aggregate amount of all the Incremental Commitments established hereunder shall not exceed $500,000,000 during the term of this Agreement. Each such notice shall specify (iA) each the date on which the Company proposes that the Incremental Lender Commitments shall be subject to the approval of the Administrative Agent (effective, which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms a date not less than 10 Business Days (or such shorter period as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among by the Borrower Administrative Agent and each Lender participating in the Incremental Lenders providing requested increase) after the date on which such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable notice is delivered to the then existing Commitments shall automatically be increased Administrative Agent, and (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1B) the amount of the Incremental Commitments being requested (which shall it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (y) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as approved by the Administrative Agent may agree) or equal Agent, each Issuing Lender and each Swingline Lender (such approval not to the remaining Incremental Amountbe unreasonably withheld), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower terms and each Incremental Lender shall execute conditions (including the applicable facility fee and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness interest rate spreads) of any Incremental Assumption Agreement, this Agreement Commitment and Loans and other extensions of credit to be made thereunder shall be deemed amended identical to the extent (but only to the extent) necessary to increase those of the Commitments by and Loans and other extensions of credit made hereunder, and shall be treated as a single Class with such Commitments and Loans; provided, that the amount of the Company at its election may pay upfront or closing fees with respect to Incremental Commitments evidenced thereby. Any without paying such deemed amendment may be memorialized in writing by the Administrative Agent fees with the Borrower’s consent (not to be unreasonably withheld) and furnished respect to the other parties heretoCommitments. (c) Notwithstanding The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the foregoingCompany, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided, that no Incremental Commitment Commitments shall become effective under this Section 2.22 unless (i) on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such effectivenessIncremental Commitments, no Default shall have occurred and be continuing, (ii) on the date of effectiveness thereof and after giving effect to the making of Loans and issuance of Letters of Credit thereunder to be made on such date, the conditions representations and warranties of each Loan Party set forth in paragraphs (b) and (c) of Section 4.02 the Loan Documents that are qualified by materiality shall be satisfied true and correct and the representations and warranties that are not so qualified shall be true and correct in all material respects on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties that are qualified by materiality shall be true and correct and such representations and warranties that are not so qualified shall be true and correct in all material respects, in each case, as of such earlier date), (iii) the Company shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and the related transactions under this Section, (iv) the Company shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction and (v) each guarantor (if any) shall have received a certificate to that effect dated such date and executed by an Authorized Officer reaffirmed its Guarantee of the BorrowerObligations. Each Incremental Facility Agreement may, without the consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender not already a Lender, (i) such Incremental Lender shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, and (ii) (A) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the Total Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Credit Exposure of the Incremental Lender holding such Commitment, and the Applicable Percentage of all the Lenders, shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate principal amount of the Revolving Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Administrative Agent in same day funds an amount equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Lender that shall not have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation pay to each Lender the portion of such funds that is equal to the extent reasonably required difference, if positive, between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Commitments, the Borrowers shall be deemed to have made new Revolving Borrowings (the “Resulting Revolving Borrowings”) in an aggregate amount for each Borrower equal to the aggregate amount of its Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered to the Administrative Agent in accordance with Section 2.03 (and the Company or such Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Commitments) and (vii) each Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrowers pursuant to the provisions of Section 2.16 if the date of the effectiveness of such Incremental Commitments occurs other than on the last day of the Interest Period relating thereto. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative AgentAgent of any notice from the Company referred to in Section 2.05(a) and of the effectiveness of any Incremental Commitments, in each case consistent with those delivered on case, advising the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each Lenders of the parties hereto hereby agrees that details thereof and of the Administrative Agent may take any Applicable Percentages of the Lenders after giving effect thereto and all action as may of the assignments required to be reasonably necessary made pursuant to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basisSection 2.05(e).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Loan Amount from one or more Incremental Lenders (Lenders, which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, as the case may be, in their own discretionLender; provided, provided that (i) each Incremental Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldand, delayed or conditioned)in the case of any increase in Tranche A Revolving Credit Commitments, the Issuing Bank and the Swingline Lender (which approval approvals shall not be unreasonably withheld, delayed withheld or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (iidelayed). Such notice shall set forth (1i) the amount of the Incremental Commitments being requested (which which, unless otherwise agreed to by the Administrative Agent, shall be in minimum increments integral multiples of $1,000,000 and a minimum amount of $10,000,000 (5,000,000 or such lesser in an amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than five Business Days after the “Increased Amount Date”)date of such notice) and (iii) whether such Incremental Commitments are to be Tranche A Revolving Credit Commitments, Tranche B Revolving Credit Commitments or Incremental Term Commitments. The Borrower For the avoidance of doubt, no Lender shall have no any obligation to offer any Lender the opportunity to participate in any assume an Incremental CommitmentsCommitment. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Commitment of such Incremental Lender. Each such agreement shall specify the terms of the Incremental Commitments to be made thereunder; provided, however, that, without the prior written consent of the Required Lenders, (i) the final maturity date of any Incremental Term Loans shall be no earlier than the Maturity Date and (ii) if the initial yield on any Incremental Term Loans (as determined by the Administrative Agent to be equal to the sum of (A) the margin over the Adjusted LIBO Rate (including as margin the effect of any “LIBOR floor”) applicable to the Incremental Term Loans and (B) if the Incremental Term Loans are initially made at a discount or the lenders making the same receive an “upfront” fee (as opposed to an “arrangement” or similar fee paid solely to the arranger or arrangers of such Incremental Term Loans) from the Borrower or any Subsidiary for doing so (the amount of such discount or fee, expressed as a percentage of the Incremental Term Loans, being referred to herein as “OID”), the amount of such OID divided by the lesser of (A) the average life to maturity of such Incremental Term Loans and (B) four) exceeds (the amount of such excess being referred to herein as the “Yield Differential”) the Applicable Percentage (plus the effect of the “LIBOR floor” contained in clause (a) of the definition of the term “Adjusted LIBO Rate”) for Eurodollar Loans hereunder, then the Applicable Percentages for the Loans hereunder shall automatically be increased by the Yield Differential, effective upon the making of the Incremental Term Loans. The other economic terms of any Incremental Term Loans (including the scheduled amortization and the mandatory and optional prepayment provisions thereof) shall be as agreed to by the Borrower and the Incremental Lenders, subject to the prior written approval of the Administrative Agent, and shall be set forth in the Incremental Assumption Agreement. Without the prior written consent of the Required Lenders, any Incremental Commitments consisting of Revolving Credit Commitments of a Class shall be identical in all respects to the then-existing Revolving Credit Commitments of such Class; provided, however, that (x) the Applicable Percentages, “LIBOR floor” and Commitment Fees with respect to all Revolving Credit Commitments may be increased concurrently with the effectiveness of any Incremental Commitment and (y) if the Incremental Lenders assuming such Revolving Credit Commitment receive an “upfront” fee (as opposed to an “arrangement” or similar fee paid solely to the arranger or arrangers of such Incremental Commitment) from the Borrower or any Subsidiary for doing so, then the Borrower or such Subsidiary shall pay the same “upfront” or similar fee (in each case, as a percentage of the applicable Revolving Credit Commitments) to the then-existing Revolving Credit Lenders in respect of their then-existing Revolving Credit Commitments concurrently with the effectiveness of such Incremental Commitment. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Commitments Commitment evidenced therebythereby and any increase to the Applicable Percentages, “LIBOR floor” or Commitment Fee required by the foregoing provisions of this Section 2.23(b). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheldwithheld or delayed) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.23 unless (i) on or before the date of such effectiveness, the conditions set forth in paragraphs (b) and (cd) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated as of such date and executed by an Authorized a Financial Officer of the Borrower, and (ii) the Administrative Agent shall have received (with sufficient copies for each of the Incremental Lenders) legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans4.02. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis. The Borrower agrees that Section 2.15 shall apply to any conversion of Eurodollar Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

Incremental Commitments. (a) 16.%2.%3. The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasionsestablish Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, request Incremental Commitments as applicable, in an additional aggregate principal amount not to exceed the Incremental Commitment Cap Amount available at the time such Incremental Commitments are established from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that (i) each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the Issuing Bank (which approval approvals shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Revolving Facility Lender is a Revolving Facility Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested established (which shall be in minimum increments of $1,000,000 5,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) 10,000,000, or equal to the remaining Incremental AmountAmount or, in each case, such lesser amount approved by the Administrative Agent), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested anticipated to become effective effective, (iii) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be (x) commitments to make additional Revolving Facility Loans on the same terms as the Initial Revolving Loans or (y) commitments to make revolving loans with pricing terms, final maturity dates, participation in mandatory prepayments or commitment reductions and/or other terms different from the Initial Revolving Loans (“Increased Amount DateOther Revolving Loans”) and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Term B Loans (“Other Term Loans”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (ba) The Borrower and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption AgreementAgreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the parties applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided, that: (i) any commitments to make additional Term B Loans and/or additional Initial Revolving Loans shall have the same terms as the Term B Loans or Initial Revolving Loans, respectively, (ii) the Other Term Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu or, at the option of the Borrower, junior in right of security with the Liens on the Collateral securing the Term B Loans (provided, that if such Other Term Loans rank junior in right of security with the Liens on the Collateral securing the Term B Loans, such Other Term Loans shall be subject to a Permitted Junior Intercreditor Agreement and, for the avoidance of doubt, if such Other Term Loans rank junior in right of security with the Liens on the Collateral securing the Term B Loans, such Other Term Loans shall not be subject to clause (vii) below), (iii) the final maturity date of any such Other Term Loans shall be no earlier than the Term B Facility Maturity Date and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Term Lenders in their sole discretion), shall have (x) substantially similar terms as the Term B Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent, (iv) the Weighted Average Life to Maturity of any such Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans, (v) the Other Revolving Loans incurred pursuant to clause (a) of this Section 2.21 shall rank pari passu or, at the option of the Borrower, junior in right of security with the Liens on the Collateral securing the Initial Revolving Loans (provided, that if such Other Revolving Loans rank junior in right of security with the Liens on the Collateral securing the Initial Revolving Loans, such Other Revolving Loans shall be subject to a Permitted Junior Intercreditor Agreement), (vi) the final maturity date of any such Other Revolving Loans shall be no earlier than the Revolving Facility Maturity Date with respect to the Initial Revolving Loans and, except as to pricing, final maturity date, participation in mandatory prepayments and commitment reductions and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrower and the Incremental Revolving Facility Lenders in their sole discretion), shall have (x) substantially similar terms as the Initial Revolving Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent, (vii) with respect to any Other Term Loan incurred pursuant to clause (a) of this Section 2.21 that is secured by Liens on the Collateral that are pari passu in right of security with the Liens thereon securing the Term B Loans, the All-in Yield shall be the same as that applicable to the Term B Loans on the Closing Date, except that the All-in Yield in respect of any such Other Term Loan may exceed the All-in Yield in respect of such Term B Loans on the Closing Date by no more than 0.50%, or if it does so exceed such All-in Yield by more than 0.50% (such difference, the “Term Yield Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that, to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Term B Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Term Loans prior to any increase in the Applicable Margin applicable to such Term B Loans then outstanding; (viii) (A) such Other Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Revolving Loans in (x) any voluntary or mandatory prepayment or commitment reduction hereunder and (y) any Borrowing at the time such Borrowing is made and (B) such Other Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B Loans in any mandatory prepayment hereunder; and (ix) there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments that is not a Loan Party. Each party hereto hereby agrees that that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase reflect the Commitments by the amount existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced therebythereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed amendment “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (cb) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.22 2.21 unless (i) on the date of such effectiveness, to the extent required by the relevant Incremental Assumption Agreement, the conditions set forth in paragraphs (b) and clause (c) of Section 4.02 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized a Responsible Officer of the Borrower, Borrower and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Closing Date under Section 4.01 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably require request to assure that the Incremental Term Loans and/or Revolving Facility Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with all other (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to) one or more Classes of then-existing Term Loans and Revolving Facility Loans. (dc) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Revolving Incremental Term Loans in respect (other than Other Term Loans of Incremental Commitmentsa different Class), when originally made, are included in each Borrowing of the outstanding Revolving applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Revolving Facility Loans of a different Class), when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrower agrees that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing. (d) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrower to all Lenders of any Class of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrower is hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including, without limitation, increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrower and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Incremental Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”). Each Pro Rata Extension Offer shall specify the date on which the Borrower proposes that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion). (e) The Borrower and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (i) except as to interest rates, fees and any other pricing terms (which interest rates, fees and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)), and amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrower and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as an existing Class of Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final maturity date of any Extended Term Loans shall be no earlier than the latest Term Facility Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrower and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as an existing Class of Revolving Facility Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank, such terms as shall be reasonably satisfactory to such Issuing Bank, (v) any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) than the Initial Revolving Loans in any voluntary or mandatory prepayment or commitment reduction hereunder and (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary

Incremental Commitments. (a) The At any time prior to the Latest Maturity Date, the Borrower may, by written notice to the Administrative Agent from time (which the Administrative Agent shall promptly furnish to timeeach Lender), on request that one or more occasions, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders Persons (which may include any the then-existing Lenders; provided that no Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing obligated to provide such Incremental Commitments and any such Lender may elect or decline in its sole discretion to provide Incremental Commitments) establish Incremental Revolving Credit Commitments or Incremental Term Loans under this paragraph ‎(a), as the case may be, in their own discretion; provided, it being understood that (iw) each if such Incremental Lender shall Term Loan Commitment is to be subject to the approval of provided by a Person that is not already a Lender, the Administrative Agent shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to ‎Section 9.04(b) in the event of an assignment to such Person (which approval shall such consent not to be unreasonably withheld, delayed or conditioned), (x) if such Incremental Revolving Credit Commitment is to be provided by a Person that is not already a Revolving Lender, the Swingline Administrative Agent and each Issuing Bank shall have consented to such Person being a Lender hereunder to the extent such consent would be required pursuant to ‎Section 9.04(b) in the event of an assignment to such Person (which approval shall such consent not to be unreasonably withheld, delayed or conditioned) and (y) the Borrower (in its sole discretion) unless such may agree to accept less than the amount of any proposed Incremental Lender is a Lender, and (ii) each Commitment. The minimum aggregate principal amount of any Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as may be agreed by the Administrative Agent). In no event shall the aggregate amount of all Incremental Commitments pursuant to this paragraph ‎(a) (when taken together with any Incremental Equivalent Debt incurred prior to such date) exceed an amount equal to the sum of (i) the greater of $58,000,000 and 50% of Consolidated EBITDA for the most recently ended Test Period as of such time, (ii) the aggregate principal amount of voluntary prepayments and loan buybacks pursuant to Dutch auctions and other purchases, retirements, redemptions or repurchases, in the amount actually paid to retire such Indebtedness in connection with such buy-backs of (x) the Term Loans and any Incremental Equivalent Debt, (y) any Revolving Loans to the extent accompanied by a dollar-for-dollar permanent reduction in the Revolving Credit Commitments with respect thereto and (z) other Indebtedness secured on a pari passu basis to the Facilities, in each case, other than prepayments from proceeds of Long-Term Indebtedness (other than any Revolving Loans) or prepayments of Indebtedness incurred under clause (iii) below (including, without limitation, Indebtedness reclassified as having been incurred under clause (iii) below), (iii) any additional amount so long as on the date of incurrence of such Incremental Commitment (subject to the terms of ‎Section 2.17(b) below), in the case of this clause ‎(iii), (A) with respect to Indebtedness secured by a Lien on the Collateral on a pari passu basis to the Lien securing the Term Loans, the First Lien Net Leverage Ratio on a Pro Forma Basis (assuming the full amount available thereunder is drawn (provided that, in the case of an Incremental Term Loans in the form of a delayed draw term loan facility, such commitments thereunder shall be assumed to be fully drawn at the time of the establishment of such commitments or, if elected by the Borrower, such loans and commitments shall be tested upon incurrence of such delayed draw term loan facility) and including the use of proceeds of all Indebtedness but without netting the cash proceeds thereof) either (i) does not exceed (A) 3.10 to 1.00 or (ii) if incurred in connection with a Permitted Acquisition or Investment permitted hereunder, the First Lien Net Leverage Ratio in effect immediately prior to such incurrence, (B) with respect to Indebtedness secured by a Lien on the Collateral on a junior basis to the Lien securing the Term Loans, the Secured Net Leverage Ratio on a Pro Forma Basis (assuming the full amount available thereunder is drawn (provided that, in the case of an Incremental Term Loans in the form of a delayed draw term loan facility, such commitments thereunder shall be assumed to be fully drawn at the time of the establishment of such commitments or, if elected by the Borrower, such loans and commitments shall be tested upon incurrence of such delayed draw term loan facility) and including the use of proceeds of all Indebtedness but without netting the cash proceeds thereof) either (i) does not exceed 3.50 to 1.00 or (ii) if incurred in connection with a Permitted Acquisition or Investment permitted hereunder, the Secured Net Leverage Ratio in effect immediately prior to such incurrence, or (C) with respect to unsecured Indebtedness or Indebtedness that is secured by assets not constituting Collateral, the Total Net Leverage Ratio on a Pro Forma Basis (assuming the full amount available thereunder is drawn (provided that, in the case of an Incremental Term Loans in the form of a delayed draw term loan facility, such commitments thereunder shall be assumed to be fully drawn at the time of the establishment of such commitments or, if elected by the Borrower, such loans and commitments shall be tested upon incurrence of such delayed draw term loan facility) and including the use of proceeds of all Indebtedness but without netting the cash proceeds thereof) either (i) does not exceed 4.25 to 1.00 or (ii) if incurred in connection with a Permitted Acquisition or Investment permitted hereunder, the Total Net Leverage Ratio in effect immediately prior to such incurrence (this clause (iii), the “Ratio Incremental Amount”) and (iv) unused amounts under the General Debt Basket. Any Incremental Loan or Incremental Commitment may be established or incurred under either of clauses (i), (ii), (iii) or (iv) above in the Borrower’s discretion, and any Incremental Loan or Incremental Commitment may be established or incurred concurrently under each such clause, and proceeds from any such incurrence under each clause may be utilized in a single transaction by first calculating the incurrence under clause (iii) above, then calculating the incurrence under clauses (i), (ii) and (iv) above and, for the avoidance of doubt, any such incurrence under clauses (i), (ii) and (iv) shall be disregarded for purposes of the pro forma calculation of the First Lien Net Leverage Ratio, Secured Net Leverage and Total Net Leverage for purposes of effectuating the incurrence under clause (iii) in such single or series of related transactions transaction. Any portion of any Incremental Loan or Incremental Commitment established or incurred other than under clause (iii) above shall automatically be reclassified at any time as incurred under clause (iii) if the Borrower meets the applicable ratio under clause (iii) at such time on a Pro Forma Basis at any time subsequent to the incurrence of such Incremental Loan or Incremental Commitment (or would have met such ratio). The Borrower may arrange for one or more banks or other financial institutions, which may include any Lenders, to extend Revolving Credit Commitments, provide Incremental Term Loans or increase their applicable existing Term Loans in an aggregate amount equal to the amount of the Incremental Commitment. In the event that one or more of such Persons offer to enter into such Revolving Credit Commitments, subject to satisfaction of the other conditions set forth herein, such Persons, each Issuing Bank and the Administrative Agent shall execute and deliver an Incremental Assumption Agreement. Incremental Term Loans may agreebe made hereunder pursuant to an amendment, supplement or amendment and restatement (an “Incremental Term Loan Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by Loan Parties, each Lender participating in such tranche, each Person joining this Agreement as Lender by participation in such tranche, if any, and the Administrative Agent. Each Incremental Assumption Agreement and each Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or equal appropriate, in the reasonable opinion of the Borrower and the Administrative Agent, to effect the provisions of this ‎Section 2.17. Notwithstanding the foregoing, no Incremental Revolving Credit Commitments or Incremental Term Loans shall become effective under this ‎Section 2.17 unless on the proposed date of the effectiveness of such Incremental Commitment (i) the Administrative Agent shall have received a certificate dated such date and executed by a Responsible Officer of the Borrower that, subject to the remaining proviso set forth below, the conditions set forth in paragraphs ‎(a) and ‎(c) of ‎Section 4.02 shall have been satisfied, (ii) the Administrative Agent shall have received documents from the Borrower consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such Incremental AmountCommitment and (iii) the Administrative Agent shall have received customary legal opinions or other certificates reasonably requested by the Administrative Agent in connection with any such transaction; provided that, with respect to any Incremental Commitment incurred for the primary purpose of financing a Limited Condition Transaction (“LCT-Related Incremental Commitments”), clause (i) of this sentence shall be deemed to have been satisfied so long as (1) as of the date of effectiveness of the related Limited Condition Transaction Agreement, no Event of Default or Default is in existence or would result from entry into such Limited Condition Transaction Agreement, (2) as of the aggregate amount date of the initial borrowing pursuant to such LCT-Related Incremental CommitmentsCommitment, which shall not exceed the Incremental Amountno Event of Default under clause ‎(a), ‎(b), ‎(h) or ‎(i) of ‎Section 7.01 is in existence immediately before or immediately after giving effect (including on a Pro Forma Basis) to such borrowing and to any concurrent transactions and (3) the representations and warranties set forth in ‎Article III shall be true and correct in all material respects (or in all respects if qualified by materiality or Material Adverse Effect) as of the date on of effectiveness of the applicable Limited Condition Transaction Agreement (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in all respects to the extent that any representation and warranty is qualified by materiality or Material Adverse Effect) as of such Incremental Commitments are requested to become effective (the “Increased Amount Date”earlier date). The Borrower Nothing contained in this ‎Section 2.17 shall have no obligation constitute, or otherwise be deemed to offer be, a commitment on the part of any Lender the opportunity to participate in increase its Revolving Credit Commitment hereunder, or provide Incremental Term Loans, at any Incremental Commitmentstime. (b) The Borrower Loan Parties and each Incremental Term Loan Lender and/or Incremental Revolving Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Agreement or Incremental Assumption AgreementTerm Loan Amendment, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any as applicable, and such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and documentation as the Administrative Agent shall have received a certificate reasonably specify to that effect dated evidence the Incremental Term Loan Commitment of such date and executed by an Authorized Officer Incremental Term Loan Lender and/or Incremental Revolving Credit Commitment of such Incremental Revolving Lender. Each Incremental Assumption Agreement or Incremental Term Loan Amendment, as applicable, shall specify the terms of the Borrowerapplicable Incremental Term Loans and/or Incremental Revolving Credit Commitments; provided that: (i) any commitments to make Incremental Term Loans in the form of additional Initial Term B Loans (“Additional Term B Loans”) shall have the same terms (other than original issue discount, upfront fees or interest rate) as the Initial Term B Loans, and shall form part of the same Class of Initial Term B Loans, (ii) the Administrative Agent any commitments to make Incremental Revolving Loans shall have received legal opinionsthe same terms (other than upfront fees or interest rate) as the Initial Revolving Loans and shall form part of the same Class of Initial Revolving Loans, (iii) any commitments to make Term Loans with pricing, board resolutions maturity, amortization and/or other terms different from the Initial Term B Loans (“Other Incremental Term Loans”) shall be subject to compliance with clauses ‎(iv) through (ix) below (without limiting the effect of such clauses in respect of Additional Term B Loans and Incremental Revolving Loans, as set forth therein), (iv) Incremental Loans secured on a pari passu basis will be secured by Liens that rank equal in priority with the Liens securing the existing Loans and will rank equal in payment priority with the existing Loans, (v) the final maturity date of any Other Incremental Term Loans shall be no earlier than the Latest Maturity Date applicable to Term Loans in effect at the date of incurrence of such Other Incremental Term Loans, and, except as to pricing, amortization, prepayments, final maturity date and ranking as to security and payment priority (which shall, subject to the other closing certificates clauses of this proviso, be determined by the Borrower and documentation the Incremental Term Loan Lenders in their sole discretion), the Other Incremental Term Loans shall have terms, to the extent not materially consistent with the Initial Term B Loans, that are not materially more favorable, taken as a whole, to the lenders providing such Incremental Term Loans than the terms of the Initial Term B Loans (except to the extent such terms (w) are reasonably required by satisfactory to the Administrative Agent, (x) are conformed (or added) in each case consistent for the benefit of the Initial Term B Loans pursuant to an amendment to this Agreement, (y) are applicable solely to periods after the Latest Maturity Date of the Initial Term B Loans existing at the time of the incurrence of such incremental facility or (z) reflect market terms and conditions (taken as a whole) at the time of incurrence, issuance or effectiveness (as determined by the Borrower in good faith)); provided that this clause (v) shall not apply to (A) any bridge or other interim credit facility or (B) Incremental Term Loans in an aggregate principal amount not exceeding the greater of $116,000,000 and 100% of Consolidated EBITDA for the most recently ended Test Period as of such time (the “Maturity Exception”), (vi) the Weighted Average Life to Maturity of any Other Incremental Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the then outstanding Term Loans with those delivered on the Effective Date longest remaining Weighted Average Life to Maturity, other than any bridge or other interim credit facility and Incremental Term Loans incurred under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that Maturity Exception, (vii) there shall be no borrower (other than the Loans Borrower) or guarantor (other than the Guarantors) in respect of any Incremental Term Loan Commitments are secured by the Collateral ratably with all other Loans.or Incremental Revolving Credit Commitments, (dviii) Each the Other Incremental Term Loans, for purposes of (x) any voluntary prepayments, may provide for the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary ability to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans participate on a pro rata basis., less than pro rata basis or greater than pro rata basis and (y) mandatory prepayments, may provide for the ability to participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except in respect of Refinancing Term Loans and Refinancing Notes), (ix) Incremental Term Loans and Incremental Revolving Credit Commitments shall not be secured by any assets other than the Collateral, and (x) the interest rate margins, currency, pricing, discounts, rate floors, fees and (subject to clause (vi) above) amortization schedule applicable to Incremental Term Loans shall be determined by the Borrower and the applicable Incremental Term Loan Lenders; provided that in the event that the All-in Yield for any Incremental Term Loan established on or prior to the six (6) month anniversary of the Effective Date that (A) is a broadly syndicated term “B” loan, (B) is secured by the Collateral on a pari passu basis with the Initial Term B Loans, (C) is incurred pursuant to the Ratio Incremental Amount, (D) is incurred other than for purposes of consummating a Permitted Acquisition or other Investment permitted hereunder, (E) matures earlier than the first ann

Incremental Commitments. (a) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent from time to time, on one or more occasionsAgent, request the establishment of Incremental Commitments, provided that the aggregate amount of all the Incremental Commitments in an additional aggregate principal amount established hereunder shall not to exceed US$50,000,000 during the term of this Agreement. Each such notice shall specify (i) the date on which the Company proposes that the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of Commitments shall be effective, which shall be entitled to agree a date not less than 10 Business Days (or decline to participate in its sole discretion)) willing to provide such Incremental Commitments, shorter period as the case may be, in their own discretion; provided, that (i) each Incremental Lender shall be subject acceptable to the approval of Administrative Agent) after the date on which such notice is delivered to the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a LenderAgent, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall it being agreed that (x) any Lender approached to provide any Incremental Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (y) any Person that the Company proposes to become an Incremental Lender, if such Person is not then a Lender, must be in minimum increments of $1,000,000 an Eligible Assignee and a minimum amount of $10,000,000 (or such lesser amount as must be approved by the Administrative Agent and each Issuing Bank (such approval not to be unreasonably withheld or delayed)). (b) The terms and conditions of any Incremental Commitment and the Loans and other extensions of credit to be made thereunder shall be identical to those of the Commitments and the Loans and other extensions of credit made thereunder; provided that, if the Company determines to increase the interest rate or fees payable in respect of Incremental Commitments or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Commitments or Loans and other extensions of credit made thereunder, as the case may agreebe. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the Borrowers, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) no Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to and immediately after giving effect to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date, (ii) on the date of the effectiveness thereof the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date, (iii) the Borrowers shall make any payments required to be made pursuant to Section 2.15 in connection with such Incremental Commitments and the related transactions under this Section and (iv) the Borrowers shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates, reaffirmation agreements and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any Lender (but with the consent of the Company), effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section. (d) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender, if not already a Lender, shall be deemed to be a “Lender” hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders hereunder and shall be bound by all agreements, acknowledgements and other obligations of Lenders hereunder and under the other Loan Documents, (ii) such Incremental Commitment shall constitute (or, in the event such Incremental Lender already has a Commitment, shall increase) the Commitment of such Incremental Lender and (B) the Aggregate Commitment shall be increased by the amount of such Incremental Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Commitment, the Revolving Exposures and the Applicable Percentages of all the Lenders shall automatically be adjusted to give effect thereto. (e) On the date of effectiveness of any Incremental Commitments, (i) the aggregate outstanding principal amount of the Revolving Loans made to each Borrower (the “Existing Revolving Borrowings” of such Borrower) immediately prior to the effectiveness of such Incremental Commitments shall be deemed to be repaid, (ii) each Incremental Lender that shall have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to the Administrative Agent in same day funds an amount equal to the remaining difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Amount), Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings (as hereinafter defined) and (B) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, (iii) each Incremental Lender that shall not have had a Commitment prior to the effectiveness of such Incremental Commitments shall pay to Administrative Agent in same day funds an amount equal to the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the difference between (A) the product of (1) such Lender’s Applicable Percentage (calculated without giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Existing Revolving Borrowings, and (B) the product of (1) such Lender’s Applicable Percentage (calculated after giving effect to the effectiveness of such Incremental Commitments) multiplied by (2) the aggregate amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Incremental Commitments, which each Borrower shall not exceed the Incremental Amount, and (3) the date on which such Incremental Commitments are requested be deemed to become effective have made new Revolving Borrowings (the “Increased Amount Date”). The Resulting Revolving Borrowings” of such Borrower) in an aggregate amount equal to the aggregate amount of such Borrower’s Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing Request delivered by such Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an in accordance with Section 2.03 (and such Borrower shall deliver such Borrowing Request), (vi) each Lender shall be deemed to hold its Applicable Percentage of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Incremental Assumption AgreementCommitments) and (vii) each Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings of such Borrower. Each The deemed payments of the parties hereto hereby agrees that Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the applicable Borrower pursuant to the provisions of Section 2.15 if the date of the effectiveness of such Incremental Commitments occurs other than on the last day of the Interest Period relating thereto. (f) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Company referred to in Section 2.20(a) and of the effectiveness of any Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative AgentCommitments, in each case consistent with those delivered on advising the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loans. (d) Each Lenders of the parties hereto hereby agrees that details thereof and of the Administrative Agent may take any Applicable Percentages of the Lenders after giving effect thereto and all action as may of the payments required to be reasonably necessary made pursuant to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basisSection 2.20(e).

Incremental Commitments. (a) The Borrower may, by written notice to the Administrative Agent from time to time, on one or more occasionstime prior to the latest Maturity Date then in effect under the Term Loan A Facilities, request Incremental Commitments in an additional aggregate principal amount not to exceed (i) $200,000,000 with respect to Incremental Commitments in respect of Tranche A1 Advances and (ii) €500,000,000 with respect to Incremental Commitments in respect of Tranche A2 Advances and Tranche A3 Advances in the Incremental Commitment Cap aggregate from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)Lender) willing to provide such Incremental Commitments, as the case may be, Commitments in their own sole discretion; provided, provided that (i) each Incremental Lender (which is not an existing Lender) shall be subject to the approval requirements of the Administrative Agent (which approval shall not be unreasonably withheld, delayed or conditioned), the Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii)Section 9.07. Such notice shall set forth (1A) the amount of the Incremental Commitments being requested (which shall be in minimum increments multiples of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as i) in the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount case of Incremental CommitmentsCommitments that are denominated in U.S. Dollars, which shall not exceed the Incremental Amount, US$10,000,000 and (3ii) in the case of Incremental Commitments that are denominated in Euros, €10,000,000) and (B) the date on which such Incremental Commitments are requested to become effective effective, (C) the “Increased Amount Date”)terms of such Incremental Commitments and (D) whether such Incremental Commitments are to make Advances on the same terms as the existing Tranche A1 Advances, Tranche A2 Advances or Tranche A3 Advances. The Borrower No Lender shall have no obligation be obligated to offer any Lender the opportunity increase its Commitments pursuant to participate in any Incremental Commitmentsthis Section 2.18 unless it so agrees. (b) The Borrower and each Incremental Lender shall execute and deliver to the Administrative Agent an agreement in form and substance reasonably satisfactory to the Administrative Agent (each, an “Incremental Assumption Agreement”) to evidence the Incremental Commitment of such Incremental Lender, which shall supplement this Agreement and, as appropriate, the other Loan Documents. Each Incremental Assumption Agreement shall specify the terms of the parties hereto hereby agrees that upon Incremental Advances to be made thereunder, including the designation of Incremental Commitments as Tranche A1 Commitments, Tranche A2 Commitments or Tranche A3 Commitments, and the Incremental Advances thereunder shall be made on terms and conditions agreed to by the Borrower and the applicable Incremental Lenders. The Administrative Agent shall promptly notify each Lender as to the effectiveness of any each Incremental Assumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 2.18 unless (i) on the date of such effectivenesseffectiveness (unless otherwise agreed among the Incremental Lenders and the Borrower): (i) subject to Section 1.03(h)(ii), the conditions representations and warranties set forth in paragraphs Article IV are correct in all material respects (b) except those representations and (c) of Section 4.02 warranties qualified by materiality, which shall be satisfied true and correct) on and as of such date, as though made on and as of such date, except to the extent that any such representation or warranty expressly relates only to an earlier date, in which case it was correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) as of such earlier date, and the Administrative Agent (acting at the direction of the applicable Incremental Lenders) shall have received a certificate to that effect dated such date and executed by an Authorized Officer authorized officer of the Borrower, and ; (ii) subject to Section 1.03(h)(i), no Event of Default or Potential Event of Default shall have occurred and be continuing or would exist after giving effect to such Incremental Commitments or at the time of the making of such Incremental Advances; and (iii) the Administrative Agent shall have received such legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings (including opinions of counsel (which may be in-house counsel)) as the Administrative Agent may shall reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other Loansrequest. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that all Revolving Loans in respect Incremental Advances that are to be part of Incremental Commitmentsan outstanding Term Loan A Facility, when originally made, are included in each Borrowing of outstanding Revolving Loans Advances of such Term Loan A Facility on a pro rata basis. (e) Notwithstanding the terms of Section 9.01, any Incremental Assumption Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to implement the provisions of this Section, a copy of which shall be made available to each Lender.

Incremental Commitments. (ai) The Borrower mayCompany may on one or more occasions, by written notice to the Administrative Agent from time (which shall promptly deliver a copy to timeeach of the Lenders), request that (i) Incremental Revolving Commitments and/or (ii) Incremental Term Commitments be established, in each case by an amount not less than $25,000,000; provided that the aggregate amount of all Incremental Commitments established hereunder during the term of this Agreement shall not exceed $200,000,000. Such notice shall set forth (i) the amount of the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, being requested and (ii) the date on which such Incremental Revolving Commitments or Incremental Term Commitments, as applicable, are requested to become effective (which shall be not fewer than 10 days or more than 30 days after the date of such notice or such other date as shall be mutually agreed by the Administrative Agent and the Company). Incremental Commitments may be provided by any Lender or by one or more occasionsbanks or other financial institutions identified by the Company; provided that (A) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, request Incremental Commitments in an additional aggregate principal amount not to exceed the Incremental Commitment Cap from one or more Incremental Lenders (which may include any existing Lender (each of which shall be entitled to agree or decline to participate in its sole discretion)) willing , to provide such Incremental CommitmentsRevolving Commitment or Incremental Term Commitment and (B) any Person that the Company proposes to become an Incremental Lender, as the case may beif such Person is not already a Lender hereunder, in their own discretion; provided, that (i) each Incremental Lender shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheldand, delayed or conditioned)in the case of any proposed Incremental Revolving Lender, the each Issuing Bank and each Swingline Lender (which approval shall not be unreasonably withheld, delayed or conditioned) and the Borrower (in its sole discretion) unless such Incremental Lender is a Lender, and (ii) each Incremental Commitment shall be on the same terms as the existing Commitments (except with respect to any underwriting, upfront or similar fees that may be agreed to among the Borrower and the Incremental Lenders providing such Incremental Commitments) and in all respects shall become a part of the Commitments hereunder on such terms; provided, that, with the consent of the Borrower, the Applicable Rate and Commitment Fee Rate applicable to the then existing Commitments shall automatically be increased (but in no event decreased) to the extent necessary to cause any Incremental Commitment to comply with this clause (ii). Such notice shall set forth (1) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree) or equal to the remaining Incremental Amount), (2) the aggregate amount of Incremental Commitments, which shall not exceed the Incremental Amount, and (3) the date on which such Incremental Commitments are requested to become effective (the “Increased Amount Date”). The Borrower shall have no obligation to offer any Lender the opportunity to participate in any Incremental Commitments. (b) The Borrower Company and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement. Each of the parties hereto hereby agrees that upon the effectiveness of any Incremental Assumption Agreement, this Commitment Agreement shall be deemed amended to the extent (but only to the extent) necessary to increase the Commitments by the amount of the Incremental Commitments evidenced thereby. Any and such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrower’s consent (not to be unreasonably withheld) and furnished to the other parties hereto. (c) Notwithstanding the foregoing, no Incremental Commitment shall become effective under this Section 2.22 unless (i) on the date of such effectiveness, the conditions set forth in paragraphs (b) and (c) of Section 4.02 shall be satisfied and documentation as the Administrative Agent shall have received reasonably specify to evidence the Incremental Commitment of such Incremental Lender and/or its status as a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the extent reasonably required by the Administrative Agent, in each case consistent with those delivered on the Effective Date under Section 4.01 and such additional documents and filings as the Administrative Agent may reasonably require to assure that the Loans in respect of Incremental Commitments are secured by the Collateral ratably with all other LoansLender hereunder. (d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure all Revolving Loans in respect of Incremental Commitments, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis.