Common use of Incremental Credit Extensions Clause in Contracts

Incremental Credit Extensions. (a) The Borrower Agent may, at any time, deliver a written request to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested (each such increase, a “Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL 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. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The Borrower Agent may, may at any timetime or from time to time after the Closing Date, deliver a written request by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans to be made hereunder (each, an “Incremental Facility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) to increase the aggregate ABL Revolving Commitments no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility shall be in an aggregate principal amount that is not less than $10,000,000 (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 (iii) the aggregate amount of up any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $200,000,00050,000,000 plus (B) the amount available at the time of incurrence so long as, specifying on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each such increasePerson issuing a commitment under an Incremental Facility, a an “Commitment IncreaseAdditional Lender”); provided , provided, however, that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide a commitment in respect of such increase in its Commitment and Incremental Facility as a result of any such request by the determination to increase the Commitment of a Borrower, (ii) any Additional Lender which is not an existing Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require subject to the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all (which approval shall not be unreasonably withheld), and (iii) without the consent of the Administrative Agent, at no time shall the commitment of any Additional Lender in respect of such documentation Incremental Facility be less than $5,000,000. The term loans made under such Incremental Facility (“Incremental Term Loans”) (a) shall rank pari passu in right of payment and of security with the Term Loans, (b) shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall be treated the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments), (d) the yield (including, for the avoidance of doubt, any upfront fees, original issue discount and similar amounts paid to Lenders under the Incremental Facility) on the Incremental Term Loans shall not exceed the corresponding interest rate on the Term Loans by more than 25 basis points (it being understood that this condition may be satisfied by including a provision in the respective Incremental Amendment in respect of such Incremental Term Loans pursuant to which the Applicable Margin in respect of the Term Loans is increased to the extent necessary to reduce any such excess to no more than 25 basis points) and (e) the amortization schedule applicable to the Incremental Term Loans shall provide for a Weighted Average Life to Maturity of the Incremental Term Loans no shorter than the Weighted Average Life to Maturity of the Term Loans. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the requested Incremental Facility. Commitments in respect of Incremental Term Loans shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement or any and, as appropriate, the other Loan Document) as may be reasonably required Documents, executed by the Borrower, each Additional Lender and the Administrative Agent to evidence and effectuate such Commitment IncreaseAgent. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedThe Incremental Amendment may, without the consent of any other Lenders, effect such amendments to reflect such Commitment Increase this Agreement and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added other Loan Documents as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender may be mutually agreed by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required Borrower to be paid in respect effect the provisions of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16Section. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) Effective on the date . The provisions of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 SECTION 2.02 shall supersede any provisions in Section 2.18 SECTION 2.21 or 9.02 to the contrary. (b) No Incremental Amendment shall become effective unless and until each of the following conditions has been satisfied or waived: (i) All representations and warranties contained in this Agreement and the other Loan Documents or otherwise made in writing in connection herewith or therewith shall be true and correct in all material respects on and as of the Incremental Facility Closing Date with the same effect as if made on and as of such date, other than representations and warranties that relate solely to an earlier date (it being understood and agreed that the Borrower’s maintenance of its Incremental Facility request shall be deemed a representation and warranty by the Loan Parties to all Lenders and all Additional Lenders that the condition specified in this subclause (i) is satisfied as of the Incremental Facility Closing Date); (ii) The Loan Parties shall have demonstrated, to the reasonable satisfaction of the Administrative Agent, that both before and after giving effect to such Incremental Amendment and any Incremental Term Loans and Investments made in connection therewith, Holdings shall be in compliance with SECTION 6.11(a) on a Pro Forma Basis, as of the last day of the then most recently ended Fiscal Quarter; (iii) The Borrower, Administrative Agent, and each Additional Lender shall have executed and delivered the Incremental Amendment and such other amendments to the Loan Documents as the Administrative Agent shall reasonably require; (iv) The Borrower shall have paid such fees and other compensation to the Additional Lenders and to the Administrative Agent as the Borrower, such Additional Lenders and the Administrative Agent shall agree; (v) The Borrower shall deliver to the Administrative Agent and the Lenders an opinion or opinions, in form and substance reasonably satisfactory to the Administrative Agent, from counsel to the Borrowers and dated such date; (vi) A promissory note (to the extent requested) will be issued at the Borrower’s expense, to each such Additional Lender, to be in conformity with requirements of SECTION 2.07 (with appropriate modification); and (vii) The Borrower and each Additional Lender shall have delivered such other instruments, documents and agreements as the Administrative Agent may reasonably have requested in order to effectuate the documentation of the foregoing. (c) The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Incremental Amendment (with each date of such effectiveness being referred to herein as an “Incremental Facility Closing Date”).

Incremental Credit Extensions. (a) The Borrower Agent may, Borrowers may at any timetime or from time to time after the Closing Date, deliver a written request by notice by the Parent Borrower to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase ), request one or more increases in the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that (i) such request upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist and each Revolving Commitment Increase shall be for in an increase of aggregate principal amount that is not less than $10,000,000, 25,000,000 (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not amount may be higher less than $25,000,000 if such amount represents all remaining availability under the corresponding interest rate applicable limit set forth in the next sentence). Notwithstanding anything to the existing ABL contrary herein, the aggregate amount of the Revolving Facility unless Commitment Increases shall not exceed $100,000,000 (the interest rate margin with respect “Incremental Availability”). Each notice from the Parent Borrower pursuant to this Section shall set forth the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to requested amount and proposed terms of the relevant Revolving Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Increases. Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing LenderLender (it being understood that no existing Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent) or by any other lender bank or other financial institution (any such other lender bank or other financial institution being called an “Additional Lender”); , provided that the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 9.04(b10.07(b) for an assignment of ABL Revolving Loans or ABL Revolving Credit Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a portion of the Revolving Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all be provided by an existing Lender, an increase in such documentation (including Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement or any and, as appropriate, the other Loan Document) as may be reasonably required Documents, executed by Holdings, the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent to evidence and effectuate such Commitment IncreaseAgent. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedThe Incremental Amendment may, without the consent of any other Lenders, effect such amendments to reflect such Commitment Increase this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower AgentParent Borrower, (ii) such revised Commitment Schedule shall replace to effect the then existing Commitment Schedule and become part provisions of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments Section. The effectiveness of any Incremental Amendment shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel be subject to the Borrowers satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in form and substance reasonably satisfactory Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case effective date of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”Incremental Amendment) and such other documents conditions as it the parties thereto shall reasonably require agree. The Borrowers shall use Revolving Commitment Increases for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed any purpose not prohibited by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) this Agreement. Upon each increase in the ABL Revolving Credit Commitments pursuant to this Section 2.232.14, (ix) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (Ai) participations hereunder in Letters of Credit and (Bii) participations hereunder in Swingline Swing Line Loans held by each ABL Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Credit Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Credit Commitment and (iiy) if, on the date of such increase, there are any ABL Revolving Credit Loans outstanding, such ABL Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional ABL Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the ABL Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.163.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (gb) This Section 2.23 2.14 shall supersede any provisions in Section 2.18 2.13 or 9.02 10.01 to the contrary.

Incremental Credit Extensions. (a) The Borrower Agent Parent may, at any timetime or from time to time after the Closing Date, deliver a written request by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) to increase one or more additional tranches of term loans (the aggregate ABL Revolving Commitments “Incremental Term Loans”) or (b) one or more increases in an aggregate principal the amount of up to $200,000,000, specifying the amount requested Revolving Credit Commitments of any Facility (each such increase, a “Revolving Commitment Increase”); provided provided, that upon the effectiveness of any Incremental Amendment referred to below and at the time that any such Incremental Term Loan is made (and after giving effect thereto), (i) such request no Default or Event of Default shall exist and (ii) Parent shall be in Pro Forma Compliance with Section 7.09 for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.01. Each tranche of Incremental Term Loans and each Revolving Commitment Increase shall be in an increase of aggregate principal amount that is not less than $10,000,00050 million (provided, that such amount may be less than $50 million if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of the Incremental Term Loans and the Revolving Commitment Increases (other than, for the avoidance of doubt, those established in respect of Extended Term Loans or Extended Revolving Credit Commitments pursuant to Section 2.16) shall not exceed the Maximum Incremental Facilities Amount. (b) Any Revolving Commitment Increase shall be on the same terms and pursuant to the same documentation applicable to the Revolving Credit Facility (including the maturity date in respect thereof but excluding up-front commitment or similar fees); provided, the Applicable Rate with respect to the Revolving Credit Facility may be increased if necessary to be consistent with that required by the lenders providing the Revolving Commitment Increase. The Incremental Term Loans (a) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans, (iib) except shall not mature earlier than the Maturity Date with respect to the Term Loans, (c) shall not have a shorter Weighted Average Life to Maturity than the remaining Weighted Average Life to Maturity of the Term Loans, (d) shall be entitled to share in mandatory and voluntary prepayments on a ratable (or less than ratable, but in no event greater than ratable) basis with the Term Loans, and (e) shall bear interest at rates and be entitled to upfront fees as otherwise specifically agreed shall be determined by any Lender Parent and the applicable new Lenders; provided, however, that if the All-In Yield for Incremental Term Loans that are incurred under this Section 2.14 on a date that is prior to the Closing twelve (12) month anniversary of the Amendment No. 2 Effective Date, or separately agreed from time shall exceed the All-In Yield with respect to time between the Borrower Agent and any LenderTerm Loans by more than 50 basis points, no Lender then the interest rate margins applicable to the Term Loans shall be obligated to provide increased so that such increase in its Commitment and the determination to increase the Commitment of a Lender excess shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase only 50 basis points. The Incremental Term Loans shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will otherwise be on terms identical and pursuant to those applicable documentation to be determined by Parent; provided that, to the ABL Revolving Facility or otherwise extent such terms and documentation are not consistent with the Term Loans (except to the extent permitted by clauses (a) through (e) above), they shall be reasonably acceptable satisfactory to the Administrative Agent (other than it being understood to the extent that any terms which are applicable only after financial maintenance covenant is added for the then-benefit of any Incremental Term Loan or Revolving Commitment Increase, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Maturity Date Term Loans) and other than as set forth under clause subject to clauses (v)b) and (vc) above, the interest rate amortization schedule (if any) applicable to any Commitment Increase will the Incremental Term Loans shall be determined by the Borrower Agent Parent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increasethereof. (bc) Each notice from Parent pursuant to this Section 2.14 shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans or Revolving Commitment Increases. Incremental Term Loans may be made, and Revolving Commitment Increases may be provided provided, by any existing Lender, Lender or by any other lender bank or other financial institution (any such other lender bank or other financial institution being called an “Additional Lender”); provided provided, that the Administrative Agent, the Swingline each Swing Line Lender and each Issuing Bank L/C Issuer shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Term Loans or providing such Revolving Commitment Increases if such consent would be required under Section 9.04(b10.06(b) for an assignment of ABL Revolving Loans or ABL Revolving Credit Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing Lender. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a portion of the Revolving Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all be provided by an existing Revolving Credit Lender, an increase in such documentation (including Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement or any and, as appropriate, the other Loan Document) as may be reasonably required Documents, executed by the applicable Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent to evidence and effectuate such Commitment IncreaseAgent. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedThe Incremental Amendment shall, without the consent of any other the Agents or the Lenders, effect such amendments to reflect such Commitment Increase this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent is authorized and directed Parent to so revise effect the Commitment Schedule and distribute it provisions of this Section 2.14, including without limitation to each Lender incorporate the applicable lenders in respect of Incremental Term Loans as “Lenders”, and the Borrower AgentIncremental Term Loans as “Loans” and/or “Term Loans”, (ii) for all applicable purposes hereunder, including the definition of Required Lenders and to establish any tranche of Incremental Term Loans as an independent Class or Facility, as applicable. The effectiveness of any Incremental Amendment shall be subject to such revised further conditions as Parent and the applicable Lenders and Additional Lenders shall agree. The Borrowers may use the proceeds of the Incremental Term Loans and Revolving Commitment Schedule shall replace the then existing Commitment Schedule and become part of Increases for any purpose not prohibited by this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreementunless it so agrees. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Credit Commitments pursuant to this Section 2.232.14, (ia) each ABL Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumedassumed (in the case of an increase to the Revolving Credit Facility only), a portion of such ABL Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (Ai) participations hereunder in Letters of Credit and (Bii) participations hereunder in Swingline Swing Line Loans held by each ABL Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Credit Commitments of all ABL Revolving Credit Lenders represented by such ABL Revolving Credit Lender’s ABL Revolving Credit Commitment and (iib) if, on the date of such increase, there are any ABL Revolving Credit Loans under the applicable Facility outstanding, such ABL Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional ABL Revolving Credit Loans under the applicable Facility made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the ABL Revolving Credit Loans being prepaid and any reasonable and documented out-of-pocket costs incurred by any Lender in accordance with Section 2.163.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (e) Notwithstanding anything to the contrary in this Section 2.14 or in Article IV or otherwise in this Agreement, so long as no Event of Default has occurred pursuant to Section 8.01(a) or (f), the lenders providing any Incremental Term Loans in connection with a Permitted Acquisition may agree to modify the conditionality with respect to such Incremental Term Loans such that the Permitted Acquisition may be consummated on a “certain funds” basis. (f) Effective on The effectiveness of any Incremental Amendment shall be subject to, if requested by the date Administrative Agent, receipt by the Administrative Agent of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement customary legal opinions, board resolutions and officers’ certificates consistent with those delivered on the Closing Date (conformed as appropriate, including to an amount of ABL Excess Availability (other than as reflect any Incremental Term Loans provided on a percentage of the Aggregate Commitments) shall“certain funds” basis), automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) reaffirmation agreements and/or such amendments to the maximum amount Collateral Documents as may be reasonably requested by the Administrative Agent in order to ensure that such Incremental Term Loans or Revolving Commitment Increase is provided with the benefit of LC Exposure permitted hereunder shall increase by an amountthe applicable Loan Documents and (iii) subject to Section 2.14(e), if any, agreed upon by Administrative Agent, Issuing Banks a certificate of a Responsible Officer certifying that the representations and warranties contained in Article V and the Borrowersother Loan Documents shall be true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the effective date of such Incremental Amendment, 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, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date. (g) This Section 2.23 2.14 shall supersede any provisions in Section 2.18 2.13 or 9.02 10.01 to the contrary.

Incremental Credit Extensions. (a) The Parent Borrower Agent may, may at any timetime or from time to time after the Closing Date, deliver a written request by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (a) to increase one or more increases in the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that (i) such request upon the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist. Each Revolving Commitment Increase shall be for in an increase of aggregate principal amount that is not less than a amount of $10,000,000, 100,000,000 (ii) except as otherwise specifically agreed by any Lender prior provided that such amount may be less than a amount of $100,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the Closing Datecontrary herein, or separately agreed the aggregate amount of the Revolving Commitment Increases shall not exceed $750,000,000 (such amount, the "Incremental Amount”). Each notice from time the Parent Borrower pursuant to time between this Section shall set forth the Borrower Agent requested amount and any Lenderproposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of by any existing Lender other than the (it being understood that no existing Revolving Credit Lender (if any) providing all or part will have an obligation to provide a portion of such increaseany Revolving Commitment Increase), (iv) such Commitment Increase will be in each case on terms identical to those applicable to the ABL Revolving Facility or permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing LenderAgent, or by any other lender (any such other lender being called an “Additional Lender”); , provided that the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 9.04(b10.07(b) for an assignment of ABL Revolving Loans or ABL Revolving Credit Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a portion of the Revolving Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all be provided by an existing Revolving Credit Lender, an increase in such documentation (including Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement or any and, as appropriate, the other Loan Document) as may be reasonably required Documents, executed by the Parent Borrower, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent to evidence and effectuate such Commitment IncreaseAgent. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedThe Incremental Amendment may, without the consent of any other LendersLenders or Loan Parties, effect such amendments to reflect such Commitment Increase this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower AgentParent Borrower, (ii) such revised Commitment Schedule shall replace to effect the then existing Commitment Schedule and become part provisions of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments Section. The effectiveness of any Incremental Amendment shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel be subject to the Borrowers satisfaction on the date thereof of each of the conditions set forth in form and substance reasonably satisfactory Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case effective date of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”Incremental Amendment) and such other documents conditions as it the parties thereto shall reasonably require agree. The Parent Borrower shall use the proceeds of the Revolving Commitment Increases for an Additional Lender and any purpose not prohibited by this Agreement; provided that to the Administrative Agent and Lenders shall have received all fees required extent the proceeds of Revolving Commitment Increases are being used to be paid in respect refinance Retained Existing Notes, such refinancing occurs no earlier than the final maturity date of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Retained Existing Notes. Upon each increase in (A) the ABL Revolving Credit Commitments pursuant to this Section 2.232.14, (ix) each ABL Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (Ai) participations hereunder in Letters of Credit and (Bii) participations hereunder in Swingline Swing Line Loans held by each ABL Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Credit Commitments of all ABL Revolving Credit Lenders represented by such ABL Revolving Credit Lender’s ABL Revolving Credit Commitment and (iiy) if, on the date of such increase, there are any ABL Revolving Credit Loans outstanding, such ABL Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional ABL Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the ABL Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.163.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (gb) This Section 2.23 2.14 shall supersede any provisions in Section 2.18 2.13 or 9.02 10.01 to the contrary.

Incremental Credit Extensions. (a) The Borrower Agent may, may at any timetime or from time to time after the Closing Date, deliver a written request by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional tranches of term loans to be made hereunder (each, an “Incremental Facility”), provided that both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below, (i) to increase the aggregate ABL Revolving Commitments no Default or Event of Default shall exist or would arise therefrom, (ii) each Incremental Facility shall be in an aggregate principal amount that is not less than $10,000,000 (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 (iii) the aggregate amount of up any Incremental Facility, when taken together with all other Incremental Facilities to date, shall not exceed the sum of (A) $200,000,00050,000,000 plus (B) the amount available at the time of incurrence so long as, specifying on a Pro Forma Basis after giving effect to the incurrence of all Indebtedness under any such Incremental Facility, the Consolidated Secured Net Leverage Ratio is less than or equal to 2.75 to 1.00. The Administrative Agent and the Borrower shall determine the effective date of such Incremental Facility and any such Incremental Facility shall be first made available to all existing Lenders on a pro rata basis. To the extent that the existing Lenders in a timely fashion relative to the Incremental Facility Closing Date (as defined below) decline to issue commitments in respect of such Incremental Facility in the amount requested by the Borrower, the Administrative Agent, in consultation with the Borrower, will use its reasonable best efforts to arrange for other Persons (which Person may be suggested by the Borrower) to become a Lender hereunder and to issue commitments in an aggregate amount equal to the amount of the Incremental Facility requested by the Borrower for which the existing Lenders decline to issue commitments (each such increasePerson issuing a commitment under an Incremental Facility, a an “Commitment IncreaseAdditional Lender”); provided , provided, however, that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide a commitment in respect of such increase in its Commitment and Incremental Facility as a result of any such request by the determination to increase the Commitment of a Borrower, (ii) any Additional Lender which is not an existing Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require subject to the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may which approval shall not be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreementunreasonably withheld), and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in without the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion consent of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to at no time shall the Collateral Documents (including in the case commitment of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such any Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act Incremental Facility be deemed to have assigned to each lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16less than $5,000,000. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.term loans made under such

Incremental Credit Extensions. (a) The Borrower Agent may, may at any timetime or from time to time after the Closing Date, deliver a by written request notice delivered to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of Agent, request one or more increases in the Lenders) to increase the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to both at the time of any such request and after giving effect to the addition effectiveness of any Incremental Agreement referred to below, no Event of Default shall exist and at the time that any such Revolving Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increasemade. (b) Each Revolving Commitment Increase shall (i) be in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below), (ii) be in minimum increments of $1,000,000 in excess thereof) and (iii) not, after giving effect to any such Revolving Commitment Increase, cause the aggregate principal amount of Revolving Credit Commitments hereunder to exceed $200,000,000. (c) The Revolving Commitment Increase shall be treated as the same Class as the Revolving Credit Commitments and shall be considered to be part of the Revolving Credit Facility (it being understood that, if required to consummate a Revolving Commitment Increase, the interest rate margins, rate floors and undrawn commitment fees on the Revolving Credit Commitments may be increased and additional upfront or similar fees may be payable to the lenders providing the Revolving Commitment Increase). (d) Each notice from the Borrower Agent pursuant to this Section 2.14 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be provided provided, subject to the prior written consent of the Borrower Agent, by any existing Lender, Lender (it being understood that no existing Lender will have an obligation to make a portion of any Revolving Commitment Increase) or by any other lender bank, financial institution, other Person that is an Eligible Assignee (any such other lender bank, financial institution or other Person being called an “Additional Lender”); provided that the Administrative Agent, the Swingline L/C Issuers and the Swing Line Lender and each Issuing Bank shall have consented (such consent consents not to be unreasonably withheldwithheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases Increase if such consent would be required under Section 9.04(b10.07(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, Commitments to such Lender or Additional Lender. (ce) Each Lender or Additional Lender providing a portion Commitments in respect of the Revolving Commitment Increase shall execute and deliver become Revolving Credit Commitments under this Agreement pursuant to the Administrative Agent and the Borrower Agent all such documentation (including an amendment (an “Incremental Agreement”) to this Agreement or any and, as appropriate, the other Loan Document) as may be reasonably required Documents, executed by the Administrative Agent Borrowers, each Lender agreeing to evidence and effectuate provide such Commitment Increase. On the effective date of such Revolving Commitment Increase, (i) each Additional Lender, if any, and the Commitment Schedule shall be amendedAdministrative Agent. The Incremental Agreement may, subject to Section 2.14(c), without the consent of any other Lenders, effect such amendments to reflect such Commitment Increase this Agreement and the other Loan Documents as may be necessary or advisable in the reasonable opinion of the Borrower Agent and the Administrative Agent is authorized to effect the provisions of this Section and directed shall include a confirmation by the Maltese Borrower and any other Loan Party organized or existing under the laws of Malta that, for purposes of Article 1185 of the Maltese Civil Code, the Liens on the Collateral created by the Loan Documents shall not be impaired by the transactions effected pursuant to so revise the Commitment Schedule Incremental Amendment and distribute it to each Lender shall be preserved for the benefit of all Lenders and the Borrower Agentother Secured Parties. The effectiveness of any Incremental Agreement shall be subject to the satisfaction on the date thereof (each, (iian “Incremental Facility Closing Date”) of such revised conditions as the parties thereto shall agree. The Borrowers will use the proceeds of the loans under any Revolving Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender Increase for all purposes in connection with any purpose not prohibited by this Agreement. (di) As a condition precedent The Borrowers shall not be obligated to such offer any existing Lender the opportunity to provide any Revolving Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (eii) Upon each increase in the ABL Revolving Credit Commitments pursuant to this Section 2.23Section, (i) each ABL Lender with a Revolving Lender Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Revolving Commitment Increase (each a each, an “Incremental Revolving Credit Commitment Increase Lender”) in respect of such increase, and each such Incremental Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit Credit, Protective Advance and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Protective Advance and Swing Line Loans held by each ABL Lender with a Revolving Lender Credit Commitment (including each such Incremental Revolving Credit Commitment Increase Lender) will equal the percentage of the aggregate ABL Aggregate Revolving Credit Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) ifCredit Commitment. If, on the date of such increase, there are any ABL Revolving Credit Loans outstanding, such ABL Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional ABL Revolving Credit Loans made hereunder (reflecting such increase in CommitmentsRevolving Credit Commitments of such Class), which prepayment shall be accompanied by accrued interest on the ABL Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.163.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 2.14 shall supersede any provisions in Section 2.18 2.02(b) or 9.02 10.01 to the contrary. For the avoidance of doubt, any provisions of this Section 2.14 may be amended with the consent of the Required Lenders; provided no such amendment shall require any Lender to provide any Revolving Commitment Increase without such Lender’s consent. (h) For purposes of Article 1185 of the Maltese Civil Code, it is expressly agreed that the Liens on the Collateral created under the Loan Documents shall not be impaired by any transaction contemplated by this Section, including the deemed assignments provided for in Section 2.14(f)(ii), and shall be preserved for the benefit of all Lenders and the other Secured Parties, including any Person becoming a Lender pursuant to this Section.

Incremental Credit Extensions. (a) The Borrower Agent may, at any time, deliver a written request to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested (each such increase, a “Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Datedate hereof, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL 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. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The At any time and from time to time after the Effective Date, subject to the terms and conditions set forth herein, the Borrower Agent may, at any time, deliver a written request by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make such notice available to each of the Lenders) ), request to increase effect one or more increases in the aggregate ABL amount of the Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested (each such increase, a “Revolving Commitment Increase”)) from Additional Revolving Lenders; provided that (i) at the time of each such request shall be for an increase and upon the effectiveness of not less than $10,000,000each Incremental Revolving Facility Amendment, (iiA) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Revolving Commitment Increase shall require be pari passu in right of payment and security with the approval Revolving Facility, (B) the maturity date of any existing Lender such Revolving Commitment Increase shall mature no earlier than the Revolving Maturity Date and all other terms of such Revolving Commitment Increase shall be substantially identical to the terms governing the Revolving Facility (other than the existing Lender (if anypricing, maturity, participation in mandatory prepayments or ranking as to security, in each case, subject to this Section 2.20(a)) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent Agent, (other C) the Revolving Commitment Increase shall not participate on a greater than any terms which are applicable only after pro rata basis than the then-existing Maturity Date and other than as set forth under clause Revolving Facility with respect to mandatory prepayments of Loans, (v)) and (vD) the interest rate applicable to margins, original issue discount or upfront fees (if any) for any Revolving Commitment Increase will shall be determined by the Borrower Agent and the lenders providing such Additional Revolving Lenders with the applicable Revolving Commitment Increase; provided that such interest rate will not be higher than in the corresponding interest rate applicable to event that the existing ABL All-In Yield of any Revolving Commitment Increase exceeds the All-In Yield of the Revolving Facility unless by more than 50 basis points, then the interest rate margin with respect margins for the Revolving Facility shall be increased to the existing ABL extent necessary so that the All-In Yield of the Revolving Facility is adjusted to be equal to the interest rate with respect All-In Yield of the Revolving Commitment Increase minus 50 basis points, and (E) the Revolving Commitment Increase shall not be secured by assets other than the Collateral and shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Revolving Commitment Increases and (ii) the aggregate principal amount of all Term Commitment Increases incurred after the Effective Date shall not exceed the Incremental Cap. Each Revolving Commitment Increase shall be in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less if such amount represents all the remaining availability under the Incremental Cap. (b) At any time and from time to time after the Effective Date, subject to the relevant terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly make such notice available to each of the Lenders), request to effect one or more additional tranches of terms loans hereunder or increases in the aggregate amount of the Term Commitments which shall take the form of an additional tranche of term loans hereunder (each such increase, a “Term Commitment Increase”, and the term loans made thereunder, “Incremental Term Loans”) from one or more Additional Term Lenders; provided that at the time of each such request and upon the effectiveness of each Incremental Term Facility Amendment, (A) the Incremental Term Loans shall rank pari passu or junior in right of payment and security with the Term Facility; provided, further, that if Incremental Term Loans rank junior in determining right of payment and security with the applicable interest rate: Term Facility, such Incremental Term Loans (w) upfront fees paid by shall mature no earlier than 91 days after the Borrowers Latest Maturity Date then in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be includedeffect, (x) any amendments shall be established as a separate credit facility from the Term Facility, (y) shall be subject to intercreditor arrangements reasonably acceptable to the Applicable Rate that became effective subsequent Administrative Agent, and (z) for the avoidance of doubt, shall not be subject to clause (D) below, (B) the maturity date of Incremental Term Loans shall not be earlier than the Term Maturity Date and the Weighted Average Life to Maturity of the Incremental Term Loans shall be no shorter than the Weighted Average Life to Maturity of the Term Facility, and all other terms of such Incremental Term Loans shall be substantially identical to the Closing Date but prior terms governing the Term Facility (other than pricing, amortization, maturity, participation in mandatory prepayments or ranking as to security, in each case, subject to this Section 2.20(b)) or otherwise reasonably acceptable to the time Administrative Agent, (C) the Incremental Term Loans shall not participate on a greater than pro rata basis than the Term Facility with respect to mandatory prepayments of Loans, (D) the interest rate margins, original issue discount or upfront fees (if any) for any Incremental Term Loans shall be determined by the Borrower and the Additional Term Lenders with the applicable Term Commitment Increases; provided that in the event that the All-In Yield of any Incremental Term Loans exceeds the All-In Yield of the addition Term Facility by more than 50 basis points, then the interest rate margins for the Term Facility shall be increased to the extent necessary so that the All-In Yield of such the Term Loans is equal to the All-In Yield of Incremental Term Loans minus 50 basis points and (E) the Incremental Term Loans shall not be secured by assets other than the Collateral and shall not be incurred or guaranteed by any Person that is not the Borrower or a Guarantor. Notwithstanding anything to contrary herein, the sum of (i) the aggregate principal amount of the Term Commitment Increases and (ii) the aggregate principal amount of all Revolving Commitment Increases after the Effective Date shall not exceed the Incremental Cap. Each Term Commitment Increase shall be included, in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such amount may be less if such amount represents all the remaining availability under the Incremental Cap. (yi) arrangement, commitment, structuring and underwriting fees and Each notice from the Borrower pursuant to this Section shall set forth the requested amount of the relevant Revolving Commitment Increase or Term Commitment Increase (ii) Commitments in respect of any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and become Commitments (z) if such or in the case of any Revolving Commitment Increase includes any interest rate floor greater than that applicable to the ABL be provided by an existing Revolving FacilityLender, and an increase in such floor is applicable Revolving Lender’s Revolving Commitment) under this Agreement pursuant to the ABL an amendment (an “Incremental Revolving Facility on Amendment”) to this Agreement and, as appropriate, the date of determinationother Loan Documents, executed by the Borrower, such excess amount shall be equated to interest margin for determining Additional Revolving Lender and the increase. (b) Administrative Agent. Revolving Commitment Increases may be provided by any existing Lenderprovided, or by any other lender subject to the prior written consent of the Borrower (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) ), by any existing Lender (it being understood that no existing Lender shall have the right to such Additional Lender’s providing such Commitment Increases if such consent would participate in any Incremental Revolving Facility or, unless it agrees, be required under Section 9.04(b) for an assignment of ABL obligated to provide any Incremental Revolving Loans Loan or ABL Revolving Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase) or by any Additional Revolving Lender. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedAn Incremental Revolving Facility Amendment may, without the consent of any other Lenders, effect such amendments to reflect any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Revolving Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Revolving Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Commitment Increase and Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Revolving Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent is authorized and directed to so revise of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Commitment Schedule and distribute it to each Lender and the Borrower Agent, Effective Date under Section 4.01 (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant other than changes to such increase legal opinions resulting from a change in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes law, change in connection with this Agreement. (d) As a condition precedent fact or change to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an counsel’s form of opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent); provided that if the proceeds of such Revolving Commitment Increase are being used to finance a Permitted Acquisition or similar Investment, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender extent agreed by the Administrative Agent (the “Administrative Questionnaire”) and lenders providing such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Revolving Commitment Increase, (x) the reference in Section 4.02(a) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations and (By) the reference in Section 4.02(b) to no Default and Event of Default shall mean the case absence of the Borrower Agentan Event of Default under Sections 7.01(a), certifying that(b), before (h) or (i) immediately prior to and after giving effect to the incurrence of such Revolving Commitment Increase. (iii) Commitments in respect of any Term Commitment Increase (the “Incremental Term Commitments”) shall become Commitments under this Agreement pursuant to an amendment (an “Incremental Term Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents executed by the Borrower, each applicable Additional Term Lender and the Administrative Agent. Term Commitment Increases may be provided, subject to the prior written consent of the Borrower (not to be unreasonably withheld), by any existing Lender (it being understood that no existing Lender shall have any right to participate in any Term Commitment Increase or, unless it agrees, be obligated to provide any Term Commitment Increases) or by any Additional Term Lender. An Incremental Term Facility Amendment may, without the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section. The effectiveness of any Incremental Term Facility Amendment shall be subject to the satisfaction on the date thereof (each, an “Incremental Term Facility Closing Date”) of each of the conditions set forth in Section 4.02 (it being understood that all references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Effective Date under Section 4.01 (other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent); provided that if the proceeds of such Incremental Term Commitments are being used to finance a Permitted Acquisition or similar Investment, to the extent agreed by the lenders providing such Incremental Term Commitments, (x) the reference in Section 4.02(a) to the accuracy of the representations and warranties shall refer to the accuracy of the representations and warranties that would constitute Specified Representations and (y) the reference in Section 4.02(b) to Default and Event of Default exists shall mean the absence of a Default or has occurred Event of Default at the time that the main transaction agreement governing such Permitted Acquisition or Investment is executed and is continuingdelivered and the absence of an Event of Default under Sections 7.01(a), (b), (h) or (i) immediately prior to and after giving effect to the incurrence of such Incremental Term Commitments. (ed) Upon each increase in the ABL Revolving Commitments Commitment Increase pursuant to this Section 2.23Section, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Additional Revolving Lender providing a portion of the such Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Applicable Percentage. Any Revolving Loans outstanding immediately prior to the date of such Revolving Commitment Increase that are Eurodollar Loans will (except to the extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately prior to the date of such Revolving Commitment Increase, in each case until the last day of the then-current Interest Period applicable to any such Loan, at which time it will be repaid or refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Applicable Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase; provided, however, that upon the occurrence of any Event of Default, each Revolving Commitment Increase Lender will promptly purchase (iifor cash at face value) ifassignments of portions of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect thereto, all Revolving Loans that are Eurodollar Loans are held by the Revolving 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. If there are any ABR Revolving Loans outstanding on the date of such increase, there are any ABL Revolving Loans outstandingCommitment Increase, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase either be prepaid from by the proceeds Borrower on such date or refinanced on such date (subject to satisfaction of additional ABL applicable borrowing conditions) with Revolving Loans made hereunder on such date by the Revolving Lenders (reflecting including the Revolving Commitment Increase Lenders) in accordance with their Applicable Percentages. In order to effect any such increase refinancing, (i) each Revolving Commitment Increase Lender will make ABR Revolving Loans to the Borrower by transferring funds to the Administrative Agent in Commitments)an amount equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by dividing the amount of such Revolving Commitment Increase Lender’s Revolving Commitment Increase by the aggregate amount of the Revolving Commitments (after giving effect to the Revolving Commitment Increase on such date) and (ii) such funds will be applied to the prepayment of outstanding ABR Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders, which prepayment shall and transferred by the Administrative Agent to the Revolving Lenders other than the Revolving Commitment Increase Lenders, in such amounts so that, after giving effect thereto, all ABR Revolving Loans will be accompanied held by the Revolving Lenders in accordance with their then-current Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay to the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments, accrued and unpaid interest on the ABL principal amounts of their Revolving Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.16prepaid. 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. (fe) Effective on the date of Upon each increase in the aggregate ABL Revolving Commitments Term Commitment Increase pursuant to this Section 2.23Section, (i) each reference in this Agreement to Additional Term Lender shall make an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability additional term loan to the Borrower in a principal amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior equal to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.Lender’s Term Commitment Increase. The A

Incremental Credit Extensions. (a) The Borrower Agent may, at any time, deliver a written request on one or more occasions pursuant to Administrative Agent (whereupon an Incremental Facility Amendment add one or more new tranches of term facilities and/or increase the Administrative Agent shall promptly deliver a copy to each principal amount of the LendersLoans of any existing Class by requesting new term loans commitments to provide such Loans (any such new tranche or increase, an “Incremental Facility” and any loans made pursuant to an Incremental Facility, “Incremental Loans”) to increase as may be agreed between the aggregate ABL Revolving Commitments Borrower and the lenders providing the applicable Incremental Facility, in an aggregate principal amount in Dollars not to exceed (x) $150,000,000 (the “Fixed Incremental Amount”) less (i) the aggregate principal amount of up all Incremental Equivalent Debt incurred or issued in reliance on the Fixed Incremental Amount (or any Replacement Loans incurred or issued pursuant to $200,000,000Section 9.02(c) in reliance on the Fixed Incremental Amount) and (ii) the aggregate principal amount of “Incremental Loans” and “Incremental Equivalent Debt” (each as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility) incurred or issued in reliance on the “Fixed Incremental Amount” (as defined in the First Lien Credit Agreement or any equivalent term under any other documentation governing any First Lien Facility) or any “Replacement Term Loans or “Replacement Revolving Facilities” (each as defined in the First Lien Credit Agreement or any equivalent term under any documentation governing any First Lien Facility) incurred or issued pursuant to Section 9.02(c) of the First Lien Credit Agreement (or any similar provision under any documentation governing any First Lien Facility) in reliance on the “Fixed Incremental Amount” (as defined in the First Lien Credit Agreement or any equivalent term under any other documentation governing any First Lien Facility), specifying plus (y) (i) in the case of any Incremental Facility that effectively extends the Maturity Date with respect to any Class of Loans hereunder, an amount equal to the portion of the relevant Class of such Loans that will be replaced by such Incremental Facility and (ii) the amount requested of any voluntary prepayment of any Loans; provided that, in the case of clause (each y)(ii), the relevant prepayment is not funded or effected with any long term indebtedness (other than revolving indebtedness), plus (z) an unlimited amount so long as, in the case of this clause (z), after giving effect to such increaseIncremental Facility, (i) in the case of any Incremental Facility that is secured by a Lien on the Collateral, the Senior Secured Lien Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.50:1.00 and (ii) in the case of any Incremental Facility that is unsecured, the Total Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, would not exceed 4.75:1.00 (it being understood that for purposes of clause (z) of this Section 2.21(a), (A) if the proceeds of the relevant Incremental Facility will be applied to finance an acquisition or other Investments permitted under this Agreement, compliance with the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable, will be determined as of the date of the execution of the definitive agreement with respect thereto for the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.01(a) or (b), as applicable, and (B) the Cash proceeds of the relevant Incremental Facility or Incremental Equivalent Debt shall be excluded in calculating the Unrestricted Cash Amount used in determining the Senior Secured Leverage Ratio or the Total Leverage Ratio, as applicable) (the amounts described in clauses (x) and (z) above, the “Commitment IncreaseIncremental Cap”); provided that that: (i) each such request Incremental Facility Amendment shall specify the amount of such Incremental Facility, which shall be for in an increase of amount not less than $10,000,000, 5,000,000, (ii) except as otherwise specifically agreed by any Lender the lenders providing such Incremental Facilities in connection with an acquisition or other Investment permitted hereunder, no Event of Default shall exist immediately prior to or after giving effect to the Closing Date, or separately agreed from time to time between the Borrower Agent and effectiveness of any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, Incremental Facility, (iii) no Commitment Increase shall require the approval proceeds of any existing Lender Incremental Facility may be used by the Borrower and its subsidiaries for working capital and other than general corporate purposes, including the existing Lender (if any) providing all or part financing of such increasePermitted Acquisitions and other Investments, and any other use not prohibited by this Agreement, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase Incremental Facility or Incremental Loans will be determined by the Borrower Agent and the lenders providing such Commitment IncreaseIncremental Facility or Incremental Loans; provided that, in the case of Incremental Loans or Incremental Facilities that are pari passu in right of payment and with respect to security with the Loans and Commitments hereunder, such interest rate will not be more than 0.50% higher than the corresponding interest rate applicable to the existing ABL Revolving Term Facility implemented on the Closing Date unless the interest rate margin with respect to the existing ABL Revolving Term Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment IncreaseIncremental Loans or Incremental Facility, minus, 0.50%; provided, further, that in determining the applicable interest rate: (w) original issue discount or upfront fees paid by the Borrowers Borrower in connection with the Term Facility or such Commitment Increase Incremental Facility or Incremental Loans (based on a four four-year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase Incremental Facility or Incremental Loans shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility Term Facilities or to one or more arrangers (or their affiliatesAffiliates) in their capacities as such applicable to such Commitment Increase Incremental Facility or Incremental Loans shall be excluded and (z) if such Commitment Increase includes Incremental Facility or Incremental Loans thereunder include any interest rate floor greater than that applicable to the ABL Revolving Term Facility, and such floor is applicable to the ABL Revolving Term Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase, (v) the final maturity date with respect to any Incremental Loans shall be no earlier than the Latest Maturity Date, (vi) [reserved], (vii) the Weighted Average Life to Maturity of any Incremental Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the then-existing Loans, (viii) any Incremental Facility (A) may rank pari passu or junior in right of payment and pari passu or junior with respect to security with the Secured Obligations or may be unsecured (and to the extent subordinated in right of payment or pari passu or junior in right of security, shall be subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent), (B) that is secured shall not be secured by any assets other than the Collateral and (C) that is Guaranteed shall not be Guaranteed by any Person other than a Loan Guarantor, (ix) any prepayment (other than scheduled amortization payments) of Incremental Loans that are pari passu in right of payment and pari passu with respect to security shall be made on a pro rata basis with all then existing Initial Loans (and all then-existing Incremental Loans, Extended Loans and Replacement Loans requiring ratable prepayment), except that the Borrower and the lenders in respect of such Incremental Loans shall be permitted, in their sole discretion, to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro rata basis), (x) [reserved], (xi) any Incremental Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the lenders thereunder; provided that to the extent any such terms are not substantially identical to any then-existing Class of Loans (except to the extent permitted by clauses (ii) through (ix) above), they shall be reasonably satisfactory to the Administrative Agent and the Borrower (it being understood that terms not substantially identical to any such Loans which are applicable only after the Latest Maturity Date are acceptable to the Administrative Agent), and (xii) notwithstanding anything to the contrary set forth in this Section 2.21, the Borrower shall not be permitted to establish any Incremental Facility (or incur any Incremental Loans or establish any Incremental Commitments thereunder) that is not pari passu in right of payment and security with the other Secured Obligations (it being understood that the foregoing shall not affect the Borrower’s rights under Section 6.01(x) to incur Incremental Equivalent Debt (or incur any loans or establish commitments thereunder) that is not pari passu in right of payment or security with the Secured Obligations). (b) Commitment Increases Incremental Commitments may be provided by any existing Lender, or by any other lender (any such other lender being called Person that will become an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases Incremental Commitments if such consent would be required under Section 9.04(b9.05(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, Commitments of the applicable Class to such Additional Lender; provided, further, that any such Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 9.05(g), mutatis mutandis, to the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment; provided further, that except as separately agreed from time to time between the Borrower and any Lender, no Lender shall be obligated to provide all or any portion of any Incremental Commitment and the determination to provide such commitment shall be within the sole and absolute discretion of such Lender. The creation or provision of any Incremental Facility or Incremental Loan shall not require the approval of any existing Lender other than any existing Lender providing all or part of any Incremental Commitment. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase Incremental Commitments shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment the applicable Incremental Facility Amendment and amendments to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment IncreaseIncremental Commitments. On the effective date of such Commitment IncreaseIncremental Commitments, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Incremental Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increaseany Incremental Facility or Incremental Loans, (i) upon its request, the Administrative Agent shall have received an opinion customary opinions of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agentcounsel, as well as such reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case one or more of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) Loan Documents as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) Questionnaire and such other documents as it shall reasonably require for an from each Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase Incremental Facility or Incremental Loans and (iii) the Administrative Agent shall have received a certificate of each the Borrower signed by an authorized officer a Responsible Officer of such Borrower the Borrower: (A) certifying and attaching a copy of the resolutions adopted by the Borrowers governing body of the Borrower approving or consenting to such Commitment IncreaseIncremental Facility or Incremental Loans, and and (B) in to the case of the Borrower Agentextent applicable, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or that the condition set forth in clause (a)(xii) above has occurred and is continuingbeen satisfied. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on On the date of such increasethe making of any Incremental Loans that will be of the same Class as any then existing Class of Loans, there are any ABL Revolving Loans outstandingand notwithstanding anything to the contrary set forth in Sections 2.07 and 2.12, such ABL Revolving Incremental Loans shall on or prior be added to (and constitute a part of and be of the effectiveness same Type as and have, if applicable, the same Interest Period as) each Borrowing of outstanding Loans of such Commitment Increase be prepaid from Class on a pro rata basis (based on the proceeds relative sizes of additional ABL Revolving Loans made hereunder (reflecting such increase in CommitmentsBorrowings), which prepayment shall be accompanied by accrued interest on the ABL Revolving so that each Lender providing such Incremental Loans being prepaid and any costs incurred by any Lender will participate proportionately 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 sentenceeach then outstanding Borrowing of Loans of such Class. (f) Effective on [Reserved.] (g) Notwithstanding anything to the date contrary in this Section 2.21 or in any other provisions of each increase any Loan Document, if the proceeds of any Incremental Facility are intended to be applied to finance an acquisition or other Investment permitted under the Loan Documents and the Lenders or Additional Lender providing such Incremental Facility so agree, the availability thereof shall be subject to customary “SunGard” or “certain funds” conditionality. (h) [Reserved.] (i) [Reserved.] (j) [Reserved.] (k) The Lenders hereby irrevocably authorize the Administrative Agent to enter into any Incremental Facility Amendment and any amendment to any of the other Loan Documents with the Loan Parties as may be necessary in the aggregate ABL Revolving order to establish new tranches or sub-tranches in respect of Loans or Commitments increased or extended pursuant to this Section 2.23, (i) each reference 2.21 and such technical amendments as may be necessary or appropriate in this Agreement to an amount of ABL Excess Availability (other than as a percentage the reasonable opinion of the Aggregate Commitments) shall, automatically Administrative Agent and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to Borrower in connection with the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio establishment of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase new tranches or sub-tranches, in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowerseach case on terms consistent with this Section 2.21. (gl) This Section 2.23 2.21 shall supersede any provisions in Section 2.18 2.17 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The Borrower Agent may, at any time, deliver a written request to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Aggregate Commitments in an aggregate principal amount of up to $200,000,000125,000,000, specifying the amount requested (each such increase, a “Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Datedate hereof, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Credit Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Credit Facility unless the interest rate margin with respect to the existing ABL Revolving Credit Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Credit Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Credit Facility, and such floor is applicable to the ABL Revolving Credit Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase. (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Revolving Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Aggregate Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers such Borrower approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Swing Line Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Aggregate Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL 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. (f) Effective on the date of each increase in the aggregate ABL Revolving Aggregate Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Aggregate Commitments after such increase in the aggregate ABL Revolving Aggregate Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Aggregate Commitments prior to such increase in the aggregate ABL Revolving Aggregate Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The Parent Borrower Agent may, may at any timetime or from time to time after the Closing Date, deliver a written request by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase ), request one or more increases in the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL . Each Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, in an aggregate principal amount that is not less than an amount of $10,000,000 and thereafter in minimum increments of $1,000,000 (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers provided that such amount may be less than an amount of $10,000,000 (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (zany increment less than $1,000,000) if such Commitment Increase includes any interest rate floor greater than that applicable to amount represents all remaining availability under the ABL Revolving Facility, and such floor is applicable to limit set forth in the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increasenext sentence. (b) Notwithstanding anything to the contrary herein, the aggregate amount of the Revolving Commitment Increases shall not exceed $50,000,000. Each notice from the Parent Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increases. Revolving Commitment Increases may be provided by any existing LenderLender (it being understood that no existing Revolving Credit Lender will have an obligation to provide a portion of any Revolving Commitment Increase), in each case on terms permitted in this Section 2.14 and otherwise on terms reasonably acceptable to the Administrative Agent, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases if such consent would be required under Section 9.04(b10.07(b) for an assignment of ABL Revolving Loans or ABL Revolving Credit Commitments, as applicable, to such Additional Lender. (c) Each Lender or Additional Lender. Commitments in respect of Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment (an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Parent Borrower, each Lender providing a portion of agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. Any Revolving Commitment Increase shall execute be on the same terms (including, without limitation, with respect to pricing) and deliver treated the same as the existing Facility (including, without limitation, with respect to maturity date thereof) and shall be considered to be part of the Administrative Agent Facility; provided that the upfront fees applicable to any Revolving Commitment Increases shall be determined by the Parent Borrower and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increaselenders thereof. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedThe Incremental Amendment may, without the consent of any other LendersLenders or Loan Parties, effect such amendments to reflect such Commitment Increase this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower AgentParent Borrower, (ii) such revised Commitment Schedule shall replace to effect the then existing Commitment Schedule and become part provisions of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments Section. The effectiveness of any Incremental Amendment shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel be subject to the Borrowers satisfaction on the date thereof of each of the conditions set forth in form and substance reasonably satisfactory Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in such Section 4.02 shall be deemed to refer to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case effective date of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”Incremental Amendment) and such other documents conditions as it the parties thereto shall reasonably require for an Additional Lender and agree. The Parent Borrower shall use the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy proceeds of the resolutions adopted Revolving Commitment Increases for any purposes not prohibited by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) this Agreement. Upon each increase in (A) the ABL Revolving Credit Commitments pursuant to this Section 2.232.14, (ix) each ABL Revolving Credit Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Revolving Commitment Increase (each a “Revolving Commitment Increase Lender”) in respect of such increase), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (Ai) participations hereunder in Letters of Credit and (Bii) participations hereunder in Swingline Swing Line Loans held by each ABL Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Credit Commitments of all ABL Revolving Credit Lenders represented by such ABL Revolving Credit Lender’s ABL Revolving Credit Commitment and (iiy) if, on the date of such increase, there are any ABL Revolving Credit Loans outstanding, such ABL Revolving Credit Loans shall on or prior to the effectiveness of such Revolving Commitment Increase be prepaid from the proceeds of additional ABL Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the ABL Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.163.05. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (gc) This Section 2.23 2.14 shall supersede any provisions in Section 2.18 2.13 or 9.02 10.01 to the contrary.

Incremental Credit Extensions. (a) The Borrower Agent may, at any time, deliver a written request to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Aggregate Commitments in an aggregate principal amount of up to $200,000,000, specifying the amount requested (each such increase, a “Commitment Increase”); provided that , provided, that, (i) in no event shall the aggregate amount of any requested increase in the Aggregate Commitments cause the Aggregate Commitments to exceed $450,000,000, (ii) such request shall be for an increase of not less than $10,000,000, (iiiii) except as otherwise specifically agreed by any Lender prior to the Closing Datedate hereof, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, and (iiiiv) no Commitment Increase increase in the Aggregate Commitments up to $450,000,000 shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical . Any increase in the Aggregate Commitments to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor total greater than that applicable to $450,000,000 shall require the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date approval of determination, such excess amount shall be equated to interest margin for determining the increaseRequired Lenders. (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); , provided that the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheld) to such Lender’s or Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Lender or Additional Lender. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Revolving Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to such increase in the aggregate ABL Revolving Aggregate Commitments shall become a ABL Revolving Lender for all purposes in connection with this AgreementLender. (d) As a condition precedent to such Commitment Increase, (i) the conditions precedent to the making of Revolving Loans set forth in Section 4.02 (other than Section 4.02(a)) shall be satisfied as of the date of such Commitment Increase (it being understood that all references to “the date of such Borrowing” or similar language in such Section 4.02 shall be deemed to refer to the effective date of such Commitment Increase); (ii) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance and from counsel reasonably satisfactory to the Administrative Agent, Agent addressing such matters as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents Administrative Agent may reasonably request (including in the case of the Mortgages, mortgage amendments and date down endorsements an opinion as to no conflicts with respect to the applicable insurance policies) as it shall reasonably requireother Indebtedness), (iiiii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) Questionnaire and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iiiiv) Administrative Agent shall have received a certificate of each Borrower Loan Party signed by an authorized officer of such Borrower Loan Party (A) certifying and attaching a copy of the resolutions adopted by the Borrowers such Loan Party approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Commitment Increase (each a “Commitment Increase Lender”) in respect of such increase, and each such Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Swing Line Loans held by each ABL Revolving Lender (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Aggregate Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL 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. (f) Effective on the date of each increase in the aggregate ABL Revolving Aggregate Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Aggregate Commitments after such increase in the aggregate ABL Revolving Aggregate Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Aggregate Commitments prior to such increase in the aggregate ABL Revolving Aggregate Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.

Incremental Credit Extensions. (a) The Borrower Agent may, Borrowers may at any timetime or from time to time after the Closing Date, deliver a by written request notice delivered to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Commitments Agent, request one or more increases in an aggregate principal amount of up to $200,000,000, specifying the amount requested and any Class of Revolving Credit Commitments (each such increase, a “Revolving Commitment Increase”); provided that after giving effect to the effectiveness of any Incremental Agreement referred to below, no Default or Event of Default shall exist after giving effect to such Revolving Commitment Increase. (i) such request Each Revolving Commitment Increase shall be for in an increase of aggregate principal amount that is not less than $10,000,000, 5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below) (and in minimum increments of $1,000,000 in excess thereof) and (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between aggregate amount of Revolving Commitment Increases hereunder shall not exceed the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment sum of a Lender shall be within the sole and absolute discretion of such Lender, (iiiA) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender $25,000,000 (if any) providing all or part of such increase, (iv) such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause Amendment No. 8 Effective Date) and (v)c) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL The Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be includedtreated the same as the Revolving Credit Commitments and shall be considered to be part of the Revolving Credit Facility (it being understood that, (y) arrangementif required to consummate a Revolving Commitment Increase, commitmentthe interest rate margins, structuring rate floors and underwriting undrawn commitment fees on the Revolving Credit Commitments may be increased and any amendment additional upfront or similar fees paid or may be payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with lenders providing the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increaseIncrease). (bd) Each notice from the Administrative Borrower pursuant to this Section 2.14 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Revolving Commitment Increase. Revolving Commitment Increases may be provided subject to the prior written consent of the Administrative Borrower, by any existing Lender, Lender (it being understood that no existing Lender will have an obligation to make a portion of any Revolving Commitment Increase) or by any other bank, financial institution, other institutional lender or other investor (any such other lender bank, financial institution or other investor being called an “Additional Lender”); provided that the Administrative Agent, the Swingline Lender and each Issuing Bank Agent shall have consented (such consent not to be unreasonably withheldwithheld or delayed) to such Lender’s or Additional Lender’s providing such Revolving Commitment Increases Increase if such consent would be required under Section 9.04(b10.07(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, and/or Commitments to such Lender or Additional Lender. (ce) Each Lender or Additional Lender providing a portion Commitments in respect of the Revolving Commitment Increase shall execute and deliver become Commitments under this Agreement pursuant to the Administrative Agent and the Borrower Agent all such documentation (including an amendment (an “Incremental Agreement”) to this Agreement or any and, as appropriate, the other Loan Document) as may be reasonably required by Documents, executed the Borrowers, each Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent Agent. The Incremental Agreement may, subject to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amendedSection 2.14(c), without the consent of any other Lenders, effect such amendments to reflect such Commitment Increase this Agreement and the other Loan Documents as may be necessary or advisable in the reasonable opinion of the Borrowers and the Administrative Agent is authorized and directed to so revise effect the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part provisions of this AgreementSection. The effectiveness of any Incremental Agreement shall be subject to the satisfaction on the date thereof (each, and an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 4.02 (iii) each Additional Lender added as a new ABL it being understood that all references to “the date of such Credit Extension” in Section 4.02 shall be deemed to refer to the Incremental Facility Closing Date. The Borrowers will use the proceeds of the loans under any Revolving Lender pursuant to such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender Commitment Increase for all purposes in connection with any purpose not prohibited by this Agreement. (di) As a condition precedent The Borrowers shall not be obligated to such offer any existing Lender the opportunity to provide any Revolving Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (eii) Upon each increase in the ABL Revolving Credit Commitments pursuant to this Section 2.23, (i) each ABL Lender with a Revolving Lender Credit Commitment of such Class immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender Lender providing a portion of the Revolving Commitment Increase (each a each, an “Incremental Revolving Credit Commitment Increase Lender”) in respect of such increase, and each such Incremental Revolving Credit Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving Lender▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swingline Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Swing Line Loans held by each ABL Lender with a Revolving Lender Credit Commitment of such Class (including each such Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in Commitments), which prepayment shall be accompanied by accrued interest on the ABL 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. (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate Commitments) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers.each (g) This Section 2.23 2.14 shall supersede any provisions in Section 2.18 2.02(b) or 9.02 10.01 to the contrary. For the avoidance of doubt, any provisions of this Section 2.14 may be amended with the consent of the Required Lenders; provided no such amendment shall require any Lender to provide any Revolving Commitment Increase without such ▇▇▇▇▇▇’s consent.

Incremental Credit Extensions. (a) The Borrower Agent may, at any timetime from time to time after Closing Date, deliver a written request to Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders) to increase the aggregate ABL Revolving Commitments in an aggregate principal amount of up to $200,000,000100,000,000, specifying the amount requested (each such increaseincrease of ABL Revolving Commitments, an “ABL Revolving Commitment Increase; any ABL Revolving Commitment Increase is sometimes referred to herein as a “Commitment Increase”); provided that (i) such request shall be for an increase of not less than $10,000,000, (ii) except as otherwise specifically agreed by any Lender prior to the Closing Date, or separately agreed from time to time between the Borrower Agent and any Lender, no Lender shall be obligated to provide such increase in its Commitment and the determination to increase the Commitment of a Lender shall be within the sole and absolute discretion of such Lender, (iii) no Commitment Increase shall require the approval of any existing Lender other than the existing Lender (if any) providing all or part of such increase, increase and (iv) any such Commitment Increase will be on terms identical to those applicable to the ABL Revolving Facility or otherwise reasonably acceptable to the Administrative Agent (other than any terms which are applicable only after the then-existing Maturity Date and other than as set forth under clause (v)) and (v) the interest rate applicable to any Commitment Increase will be determined by the Borrower Agent and the lenders providing such Commitment Increase; provided that such interest rate will not be higher than the corresponding interest rate applicable to the existing ABL Revolving Facility unless the interest rate margin with respect to the existing ABL Revolving Facility is adjusted to be equal to the interest rate with respect to the relevant Commitment Increase; provided, further, that in determining the applicable interest rate: (w) upfront fees paid by the Borrowers in connection with such Commitment Increase (based on a four year average life to maturity or lesser remaining life to maturity), shall be included, (x) any amendments to the Applicable Rate that became effective subsequent to the Closing Date but prior to the time of the addition of such Commitment Increase shall be included, (y) arrangement, commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the ABL Revolving Facility or to one or more arrangers (or their affiliates) in their capacities as such applicable to such Commitment Increase shall be excluded and (z) if such Commitment Increase includes any interest rate floor greater than that applicable to for the ABL Revolving Facility, and such floor is applicable to the ABL Revolving Facility on the date of determination, such excess amount shall be equated to interest margin for determining the increase). (b) Commitment Increases may be provided by any existing Lender, or by any other lender (any such other lender being called an “Additional Lender”); provided that the Administrative AgentAgent (such consent not to be unreasonably withheld) and (if such consent would be required under Section 9.05(b) for an assignment of Revolving Loans or Commitments, as applicable to such Additional Lender) the Swingline Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld) to such Additional Lender’s providing such Commitment Increases if such consent would be required under Section 9.04(b) for an assignment of ABL Revolving Loans or ABL Revolving Commitments, as applicable, to such Additional LenderIncreases. (c) Each Lender or Additional Lender providing a portion of the Commitment Increase shall execute and deliver to the Administrative Agent and the Borrower Agent all such documentation (including an amendment to this Agreement or any other Loan Document) as may be reasonably required by the Administrative Agent to evidence and effectuate such Commitment Increase. On the effective date of such Commitment Increase, (i) the Commitment Schedule shall be amended, without the consent of any other Lenders, to reflect such Commitment Increase and the Administrative Agent is authorized and directed to so revise the Commitment Schedule and distribute it to each Lender and the Borrower Agent, (ii) such revised Commitment Schedule shall replace the then existing Commitment Schedule and become part of this Agreement, Agreement and (iii) each Additional Lender added as a new ABL Revolving Lender pursuant to any such increase in the aggregate ABL Revolving Commitments shall become a ABL Revolving Lender for all purposes in connection with this Agreement. (d) As a condition precedent to such Commitment Increase, (i) upon its request, the Administrative Agent shall have received an opinion of counsel to the Borrowers in form and substance reasonably satisfactory to the Administrative Agent, as well as reaffirmation agreements, supplements and/or amendments to the Collateral Documents (including in the case of the Mortgages, mortgage amendments and date down endorsements with respect to the applicable insurance policies) as it shall reasonably require, (ii) the Administrative Agent shall have received an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require for an Additional Lender and the Administrative Agent and the applicable Lenders shall have received all fees required to be paid in respect of such Commitment Increase and (iii) Administrative Agent shall have received a certificate of each Borrower signed by an authorized officer of such Borrower (A) certifying and attaching a copy of the resolutions adopted by the Borrowers approving or consenting to such Commitment Increase, and (B) in the case of the Borrower Agent, certifying that, before and after giving effect to such Commitment Increase, no Event of Default exists or has occurred and is continuing. (e) Upon each increase in the ABL Revolving Commitments pursuant to this Section 2.23, (i) each ABL Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of the ABL Revolving Commitment Increase (each a “ABL Revolving Commitment Increase Lender”) in respect of such increase, and each such ABL Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such ABL Revolving LenderLe▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swingline Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A) participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans held by each ABL Revolving Lender (including each such ABL Revolving Commitment Increase Lender) will equal the percentage of the aggregate ABL Revolving Commitments of all ABL Revolving Lenders represented by such ABL Revolving Lender’s ABL Revolving Commitment and (ii) if, on the date of such increase, there are any ABL Revolving Loans outstanding, such ABL Revolving Loans shall on or prior to the effectiveness of such ABL Revolving Commitment Increase be prepaid from the proceeds of additional ABL Revolving Loans made hereunder (reflecting such increase in ABL Revolving Commitments) by the ABL Revolving Commitment Increase Lenders, as shall be necessary in order that, after giving effect to such prepayments and borrowings pursuant to this subclause (ii), all ABL Revolving Loans will be held ratably by the ABL Revolving Lenders (including the ABL Revolving Commitment Increase Lenders) in accordance with their respective ABL Revolving Commitments immediately after giving effect to the applicable ABL Revolving Commitment Increase, which prepayment shall be accompanied by accrued interest on the ABL Revolving Loans being prepaid and any costs incurred by any ABL Revolving 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 and the prepayment notice requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentencethis clause (e). (f) Effective on the date of each increase in the aggregate ABL Revolving Commitments pursuant to this Section 2.23, (i) each reference in this Agreement to an amount of ABL Excess Availability (other than as a percentage of the Aggregate CommitmentsCommitments or as a percentage of any other amount) shall, automatically and without any further action, be deemed to be increased so that the ratio of each amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments after such increase in the aggregate ABL Revolving Commitments remains the same as the ratio of such the amount of ABL Excess Availability to the amount of the aggregate ABL Revolving Commitments prior to such increase in the aggregate ABL Revolving Commitments and (ii) the maximum amount of LC Exposure permitted hereunder shall increase by an amount, if any, agreed upon by Administrative Agent, Issuing Banks and the Borrowers. (g) This Section 2.23 shall supersede any provisions in Section 2.18 or 9.02 to the contrary.