Common use of Incremental Revolving Loans Clause in Contracts

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject Subject to the satisfaction of the terms and conditions expressed set forth herein, the Borrower shall have the right, at any time and from time to time after the Closing Date and prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the foregoing clauses form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility”) and (b), by an aggregate amount of up to the sum of (i) each of such unlimited amount as would not cause the Lenders Consolidated Secured Net Leverage Ratio, on a Pro Forma Basis and assuming all incremental revolving commitments are fully funded, to exceed 2.00 to 1.00 plus (ii) $250,000,000. The following terms and conditions shall assign apply to each of the Incremental Revolving Facility: (i) the loans made under any such Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iii) any such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Revolving Facility, (iv) any such Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (v) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, and each such other documentation as the Administrative Agent deems reasonably necessary to effectuate such increase, with all of the Incremental Revolving Loan Lenders foregoing to be in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall purchase have received from the Borrower updated financial projections and an officer’s certificate, in each of case in form and substance reasonably satisfactory to the LendersAdministrative Agent, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order demonstrating that, after giving effect to all any such assignments and purchasesIncremental Revolving Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9, (x) the outstanding Revolving Loans and interests in Letters Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrower shall be responsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Credit will be held by the Lenders according to their then-existing Revolver Percentages Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Commitment Percentage (after giving effect to such Incremental Revolving Facility) and (xi) any Incremental Revolving Facility shall also include a proportional increase in the addition LOC Committed Amount. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Commitments Agreement or any other Credit Document as may be necessary to incorporate the Revolving Loan Commitments, (ii) the share terms of each respective any new Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacility therein.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject Subject to the satisfaction of the terms and conditions expressed set forth herein, the Borrower shall have the right, at any time and from time to time prior to the Revolver Maturity Date, to incur additional Indebtedness under this Credit Agreement in the foregoing clauses form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility”) by an aggregate amount of up to (x) $5,250,000 (the “Initial Incremental Revolving Facility”) plus (y) $50,000,000. The following terms and conditions shall apply to each Incremental Revolving Facility: (bi) the loans made under any such Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iii) any such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Revolving Facility, (iv) any such Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof (other than with respect to the Initial Incremental Revolving Facility, in which case the minimum principal amount of any such increase shall be at least $2,500,000), (iv) each the proceeds of the Lenders shall assign to each of the Incremental any Additional Revolving Loan Lenderswill be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at in form and substance acceptable to the principal amount thereof Administrative Agent, (together with accrued interest)ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, Revolving Loans in each case in form and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to all any such assignments and purchasesIncremental Revolving Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9, (x) other than with respect to the Initial Incremental Revolving Facility, the Term Loan shall have been paid in full, (xi) the outstanding Revolving Loans and interests in Letters Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrowers shall be responsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Credit will be held by the Lenders according to their then-existing Revolver Percentages Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Incremental Revolving Facility) and (xii) any Incremental Revolving Facility shall also include a proportional increase in the addition LOC Committed Amount. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Commitments Agreement or any other Credit Document as may be necessary to incorporate the Revolving Loan Commitments, (ii) the share terms of each respective any new Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacility therein.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and Borrowers may on any date on or after the date that is 90 days following the Closing Date, by notice to Agent (b), (i) whereupon Agent shall promptly deliver a copy to each of the Lenders shall assign Lenders), increase the Revolver 1 Commitment or Revolver 2 Commitment hereunder with incremental revolving loan commitments (the “Incremental Revolving Loans”) in an amount not to each exceed $50,000,000 in the aggregate (with minimum amounts of not less than $20,000,000 per increase (and $5,000,000 increments thereof, or the balance of the Incremental Revolving Loan Lenders, and each limit if it is less than $5,000,000); provided that at the time of the effectiveness of any Incremental Revolving Loan Lenders Amendment referred to below, (a) no Default or Event of Default shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans have occurred and interests in Letters of Credit outstanding be continuing on such Increased Amount Date as shall be necessary in order that, date or after giving effect to extensions of credit to be made on such date, (b) each of the representations and warranties made by any Credit Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of such assignments date as if made on and purchasesas of such date (except where such representations and warranties expressly relate to an earlier date, the in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date) and (c) Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of Borrower Representative. Incremental Revolving Loans and interests may be made by any existing Lender or by any other financial institution or any fund that regularly invests in Letters of Credit will bank loans selected by Borrower Representative (any such other financial institution or fund being called an “Incremental Lender”); provided that Agent shall have consented (such consent not to be held by the Lenders according unreasonably withheld) to their then-existing Revolver Percentages after giving effect to the addition of such Lender’s or Incremental Lender’s making such Incremental Revolving Credit Commitments Loans if such consent would be required under Section 11.1 for an assignment of Loans to such Lender or Incremental Lender. No consent of the Revolving Loan Commitments, Lenders shall be required (ii) other than the share of each respective Lenders providing such Incremental Revolving Credit Commitment held by each respective Loans). Commitments in respect of Incremental Revolving Loan Lender Loans shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder pursuant to an amendment (an “Incremental Revolving LoanLoan Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by Borrowers, each Lender agreeing to provide such Incremental Revolving Loans, if any, each Incremental Lender, if any, and Agent. Any Incremental Revolving Loans made hereunder shall be deemed, for all purposes, a Revolving Loan deemed “Loans” hereunder and all references shall be subject to the Loan Documents same terms and conditions applicable to the existing Loans. No Lender shall be obligated to provide any Incremental Revolving Credit Commitments and Loans, unless it so agrees. On the date of any borrowing of Incremental Revolving Loans Loans, Borrowers shall be deemed to include have repaid and reborrowed all outstanding Loans as of such date (with such reborrowing to consist of the Incremental Revolving Credit Commitments and Incremental Revolving Loans types of Loans, with related LIBOR Periods, if applicable, specified in a notice to Agent (which notice must be received by Agent in accordance with the terms of this Agreement)). The deemed payments made pursuant to this the immediately preceding sentence in respect of each LIBOR Loan shall be subject to indemnification by Borrowers pursuant to the provisions of Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share 2.14 if the deemed payment occurs other than on the last day of the Incremental Revolving Credit Commitments and all matters relating theretorelated LIBOR Periods.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing then‑existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b)At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more increases in the Revolving Credit Commitments, (i) each of the Lenders shall assign to each of the an “Incremental Revolving Loan LendersCommitment”) to make incremental revolving credit loans (any such increase, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”); provided that (i) shall be deemed, the total aggregate amount for all purposes, a such Incremental Revolving Loan Commitments shall not (as of any date of incurrence thereof) exceed $25,000,000 and all references to (ii) the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the total aggregate amount for each Incremental Revolving Credit Commitments Loan Commitment (and the Incremental Revolving Loans made thereunder) shall not be less than a minimum principal amount of $5,000,000 or, if less, the remaining amount permitted pursuant to this Section and the foregoing clause (iiii). Each such notice shall specify the date (each, an “Increased Amount Date”) each on which the Borrower proposes that any Incremental Revolving Loan Commitment shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender with and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Revolving Loan Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Loan Commitment. Any Incremental Revolving Loan Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share effective as of the Incremental Revolving Credit Commitments and all matters relating thereto.such Increased Amount Date; provided that:

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and The Borrowers may at any time or from time to time after the Effective Date (bbut not to exceed four times prior to the Initial Maturity Date), upon not less than five Business Days’ notice to the Administrative Agent (i) each of whereupon the Lenders Administrative Agent shall assign promptly deliver a copy to each of the Lenders), request that an increase in the then existing Revolving Loan Commitments (the “Incremental Revolving Loan Lenders, and each of the Commitments”; with Revolving Loans made pursuant to any Incremental Revolving Loan Lenders shall purchase from each of Commitments being, “Incremental Revolving Loans”) be made available to the LendersBorrowers (the “Incremental Facility”); provided, at the principal amount thereof (together with accrued interest), Revolving Loans that immediately before and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition incurrence of such Incremental Revolving Facility, (i) the representations and warranties contained in Section 8 and the other Credit Commitments Documents are true and correct in all material respects); provided, that to the Revolving Loan Commitmentsextent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) no Default or Event of Default shall have occurred at the share time of each respective the incurrence of such Incremental Revolving Credit Commitment held by each respective Facility and be continuing or result therefrom, (iii) the Fixed Charge Coverage Ratio shall be not less than 1.00:1.00, (A) determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to the date of the incurrence of such Incremental Facility, as if such Incremental Facility (and any other Indebtedness incurred or to be incurred after the last day of such Calculation Period and on or prior to the date of determination) had been incurred (and, if incurred to finance a Specified Transaction, such Specified Transaction had been consummated) on the first day of such Calculation Period and (B) without netting the cash proceeds of any Incremental Facility in calculating such ratio and (iv) on a Pro Forma Basis after giving effect to any such Incremental Facility, Excess Availability shall be no less than $5,000,000. Each Incremental Revolving Loan Lender Commitment shall be deemed for all purposes a in an aggregate principal amount of at least $2,500,000. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facility shall not exceed $10,000,000 (the “Incremental Availability”). The Incremental Facility shall rank pari passu in right of payment and of security with the existing Facilities. Any Incremental Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant shall (A) mature on the same date as the Final Maturity Date applicable to this Section the existing ABL Facility, (B) require no scheduled amortization or mandatory commitment reduction prior to the final maturity thereof and (iiiC) each be subject to the same terms and conditions as the ABL Facility and shall be treated substantially the same as, and made under the same documentation as, the existing ABL Facility. Any Incremental Revolving Loan Lender with Facility may participate on a Revolving Credit Commitment shall become pro rata basis or on a Lender with less than pro rata basis (but not on a Revolving Credit Commitment with respect to its respective share of greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Revolving Credit Commitments and all matters relating theretoAmendment.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit and Swingline Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit and Swingline Loans will be held by the Lenders according to their then-existing then‑existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject Subject to the satisfaction of the terms and conditions expressed set forth herein, the Borrower shall have the right, at any time and from time to time after the Closing Date and prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the foregoing clauses form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility”) by an aggregate amount of up to $100,000,000. The following terms and (b), conditions shall apply to each Incremental Revolving Facility: (i) each of the Lenders shall assign to each of the loans made under any such Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iii) any such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Revolving Facility, (iv) any such Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (v) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, and each such other documentation as the Administrative Agent deems reasonably necessary to effectuate such increase, with all of the Incremental Revolving Loan Lenders foregoing to be in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall purchase have received from the Borrower updated financial projections and an officer’s certificate, in each of case in form and substance reasonably satisfactory to the LendersAdministrative Agent, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order demonstrating that, after giving effect to all any such assignments and purchasesIncremental Revolving Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9, (x) the outstanding Revolving Loans and interests in Letters Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrower shall be responsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Credit will be held by the Lenders according to their then-existing Revolver Percentages Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Commitment Percentage (after giving effect to such Incremental Revolving Facility) and (xi) any Incremental Revolving Facility shall also include a proportional increase in the addition LOC Committed Amount. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Commitments Agreement or any other Credit Document as may be necessary to incorporate the Revolving Loan Commitments, (ii) the share terms of each respective any new Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacility therein.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section 2.15 and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto. Upon the effectiveness of any such Incremental Facility, the Incremental Revolving Loan Lenders shall advance Loans in an amount sufficient such that after giving effect to such advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to the effectiveness of any Incremental Revolving Credit Commitments (but not Incremental Term Loan Commitments) that if any Eurodollar Loans are outstanding on the date of such effectiveness, such Eurodollar Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 4.5 hereof.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and At any time prior to the Revolver Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental revolving credit commitments (b)any such incremental revolving credit commitment, (i) each of the Lenders shall assign to each of the an “Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Commitment”) to make incremental Revolving Loans and interests in Letters of Credit outstanding on (any such Increased Amount Date as shall be necessary in order thatincremental Revolving Loans, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”); provided that (i) shall be deemed, the total aggregate amount for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the such Incremental Revolving Credit Commitments and Incremental Revolving Loans made established pursuant to this Section 3.13 shall not exceed $200,000,000, (ii) the Borrower shall be permitted to request an Incremental Revolving Commitment only once per calendar year and (iii) the total aggregate amount for each Incremental Loan Commitment shall not be less than $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Loan Commitment shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender with and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent and Swing Line Lender, to provide an Incremental Revolving Commitment (any such Person, an “Incremental Revolving Lender”). Any Revolving Lender or any Incremental Revolving Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment. Any Incremental Revolving Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share effective as of the Incremental Revolving Credit Commitments and all matters relating thereto.such Increased Amount Date; provided that:

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject Subject to the satisfaction of the terms and conditions expressed set forth herein, the Borrower shall have the right, at any time and from time to time after the First Amendment Effective Date and prior to the Revolver Maturity Date, to incur additional Indebtedness under this Credit Agreement in the foregoing clauses form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility”) by an aggregate amount of up to $25,000,000. The following terms and (b), conditions shall apply to each Incremental Revolving Facility: (i) each of the Lenders shall assign to each of the loans made under any such Incremental Revolving Loan LendersFacility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, and each of the (ii) any such Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iii) any such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Revolving Facility, (iv) any such Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (v) the proceeds of any Additional Revolving Loan Lenders will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall purchase from each execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, at in form and substance acceptable to the principal amount thereof Administrative Agent, (together with accrued interest)ix) the Administrative Agent shall have received from the Borrower updated financial projections and an officer’s certificate, Revolving Loans in each case in form and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to all any such assignments and purchasesIncremental Revolving Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9, (x) the Term Loan shall have been paid in full, (xi) the outstanding Revolving Loans and interests in Letters Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrowers shall be responsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Credit will be held by the Lenders according to their then-existing Revolver Percentages Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Revolving Commitment Percentage (after giving effect to such Incremental Revolving Facility) and (xii) any Incremental Revolving Facility shall also include a proportional increase in the addition LOC Committed Amount. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Commitments Agreement or any other Credit Document as may be necessary to incorporate the Revolving Loan Commitments, (ii) the share terms of each respective any new Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacility therein.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (bwhereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional revolving credit facility tranches (“Incremental Revolving Loans”) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”; together with the Incremental Revolving Loans, the “Incremental Revolving Facilities”) from Lenders and/or Additional Lenders (as defined below); provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment (as defined below), (i) each such Incremental Revolving Facility shall be pari passu with eachthe Revolving Facility in respect of right of payment and lien priority, (ii) at the time that any such Incremental Revolving Facility Amendment is effective (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 6.6 hereof determined on a pro forma basis as of the date of such Incremental Revolving Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, in each case, as if any Incremental Revolving Loans actually to be incurred on such date had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Revolving Loan, (iv) if the interest rate margin with respect to such Incremental Revolving Loans shall be higher than the Applicable Margin then in effect for the Revolving FacilitiesFacility plus 0.50%, such Applicable Margin with respect to eachthe Revolving Facility shall be automatically adjusted to be equal to the relevant Applicable Margin relating to such Incremental Revolving Loans minus 0.50%; provided that in determining the interest rate margin applicable to any Incremental Revolving Facility, (x) original issue discount or upfront fees (which shall constitute like amounts of original issue discount) payable by the Borrower for the account of the Lender or the Additional Lenders under such Incremental Revolving Facility shall assign be included (with such original issue discount being equated to each interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with such Incremental Revolving Facility or to one or more other arrangers (or their affiliates) under such Incremental Revolving Facility shall be excluded and (z) if such Incremental Revolving Facility includes an interest rate floor, such interest rate floor shall be equated to interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Revolving Loans under the Revolving FacilitiesFacility shall be required, to the extent an increase in the interest rate floor in the Revolving Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Revolving Loans shall be increased by such increased amount, (vi) any Incremental Revolving Facility shall mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the latest Termination Date in respect of any tranche ofthe Revolving CommitmentsFacility hereunder, and (vii) the other terms and conditions in respect of any Incremental Revolving Facility (other than pricing and maturity), shall be substantially consistent with the Revolving FacilitiesFacility hereunder and shall otherwise be reasonably satisfactory to the Administrative Agent; provided that no Fronting Bank or Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Loan Lenders, and each of Facilities obtained after the Amendment No. 34 Effective Date shall not exceed $250,000,000. Each Incremental Revolving Loan Lenders Facility shall purchase from each of the Lenders, at the be in a minimum principal amount thereof (together with accrued interest), Revolving Loans of $25,000,000 and interests integral multiples of $5,000,000 in Letters excess thereof; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacilities set forth above.

Incremental Revolving Loans. Company may by written notice to Co-Syndication Agents and Administrative Agent elect to request once prior to the 30th day after the Second Amendment Effective Date, in an amount not less than $1,000,000 (or such lesser amount which shall be approved by Administrative Agent and Co- Syndication Agents), an increase to the existing Revolving Commitments (any such increase, the "INCREMENTAL REVOLVING COMMITMENTS") by an amount such that the aggregate Revolving Commitments, including any Incremental Revolving Commitments, do not exceed $150,000,000. Such notice (an "INCREMENTAL REVOLVING NOTICE", substantially in the form of Exhibit A-5) shall specify (i) the date (the "INCREMENTAL REVOLVING CLOSING DATE") on which Company proposes that the Incremental Revolving Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Co-Syndication Agents and Administrative Agent and (ii) the principal amount of the Incremental Revolving Commitments, and (iii) the identity of each Lender or other Person that is an Eligible Assignee (each, an -47- "INCREMENTAL REVOLVING LENDER") to whom Company proposes any portion of such Incremental Revolving Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Revolving Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment. Such Incremental Revolving Commitments shall become effective as of the Incremental Revolving Closing Date; provided that (A) the terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans under this Agreement; and (B) to the extent an "Effective Date" (as such term is defined in the relevant Assignment Agreement) with respect to any purchase of Revolving Loans assigned to the Incremental Revolving Lenders pursuant to the immediately succeeding paragraph is not the last day of the relevant Interest Period, Company shall make any payments required pursuant to Section 2.20(c) in connection with the Incremental Revolving Commitments. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effectedClosing Date, subject to the satisfaction of the foregoing terms and conditions expressed in the foregoing clauses conditions, (a) and (b), (i) each of the Lenders of the Revolving Loans shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the LendersLenders of the Revolving Loans, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Incremental Revolving Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the such Revolving Loans and interests in Letters of Credit will be held by the Lenders according to of existing Revolving Loans and Incremental Revolving Lenders ratably in accordance with their then-existing Revolver Percentages Revolving Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments; provided that the Administrative Agent shall use its commercially reasonable efforts to ensure that the "Effective Date" (as such term is defined in the relevant Assignment Agreement) with respect to any such purchase of Revolving Loans assigned to the Incremental Revolving Lenders pursuant to this paragraph shall be the last day of the relevant Interest Period, (iib) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”"INCREMENTAL REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iiic) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments Commitment and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit and Swingline Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit and Swingline Loans will be held by the Lenders according to their then-existing then‑existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan ‑23 Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject Subject to the satisfaction of the terms and conditions expressed set forth herein, the Borrower shall have the right, at any time and from time to time after the Closing Date and prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the foregoing clauses form of an increase to the Revolving Committed Amount (aeach an “Incremental Revolving Facility”) by an aggregate amount of up to $200,000,000. The following terms and (b), conditions shall apply to each Incremental Revolving Facility: (i) each of the Lenders shall assign to each of the loans made under any such Incremental Revolving Facility (each an “Additional Revolving Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Revolving Facility shall be entitled to the same voting rights as the existing Revolving Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Revolving Loans, (iii) any such Incremental Revolving Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds; provided that no existing Lender shall be required to participate in or fund any Incremental Revolving Facility, (iv) any such Incremental Revolving Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (v) the proceeds of any Additional Revolving Loan will be used for the purposes set forth in Section 3.11, (vi) the Borrower shall execute a Revolving Note in favor of any new Lender or any existing Lender requesting a Revolving Note whose Revolving Committed Amount is increased, (vii) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied, (viii) the Administrative Agent shall have received an opinion or opinions (including, if reasonably requested by the Administrative Agent, local counsel opinions) of counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, and each such other documentation as the Administrative Agent deems reasonably necessary to effectuate such increase, with all of the Incremental Revolving Loan Lenders foregoing to be in form and substance acceptable to the Administrative Agent, (ix) the Administrative Agent shall purchase have received from the Borrower updated financial projections and an officer’s certificate, in each of case in form and substance reasonably satisfactory to the LendersAdministrative Agent, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order demonstrating that, after giving effect to all any such assignments and purchasesIncremental Revolving Facility on a Pro Forma Basis, the Borrower will be in compliance with the financial covenants set forth in Section 5.9, (x) the outstanding Revolving Loans and interests in Letters Participation Interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Revolving Lenders (which the Borrower shall be responsible for any costs arising under Section 2.15 resulting from such reallocation and repayments) of Credit will be held by the Lenders according to their then-existing Revolver Percentages Revolving Loans as necessary such that, after giving effect to such Incremental Revolving Facility, each Revolving Lender will hold Revolving Loans and Participation Interests based on its Commitment Percentage (after giving effect to such Incremental Revolving Facility) and (xi) any Incremental Revolving Facility shall also include a proportional increase in the addition LOC Committed Amount. The Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Credit Agreement as Lenders hereunder for the portion of such Incremental Revolving Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Commitments Agreement or any other Credit Document as may be necessary to incorporate the Revolving Loan Commitments, (ii) the share terms of each respective any new Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacility therein.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Swing Loans and Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Swing Loans and Letters of Credit will be held by the Lenders according to their then-existing Revolver Table of Contents Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (bwhereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional revolving credit facility tranches (“Incremental Revolving Loans”) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”; together with the Incremental Revolving Loans, the “Incremental Revolving Facilities”) from Lenders and/or Additional Lenders (as defined below); provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment (as defined below), (i) each such Incremental Revolving Facility shall be pari passu with each Revolving Facility in respect of right of payment and lien priority, (ii) at the time that any such Incremental Revolving Facility Amendment is effective (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 6.6 hereof determined on a pro forma basis as of the date of such Incremental Revolving Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, in each case, as if any Incremental Revolving Loans actually to be incurred on such date had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Revolving Loan, (iv) if the interest rate margin with respect to such Incremental Revolving Loans shall be higher than the Applicable Margin then in effect for the Revolving Facilities plus 0.50%, such Applicable Margin with respect to the Revolving Facilities shall be automatically adjusted to be equal to the relevant Applicable Margin relating to such Incremental Revolving Loans minus 0.50%; provided that in determining the interest rate margin applicable to any Incremental Revolving Facility, (x) original issue discount or upfront fees (which shall constitute like amounts of original issue discount) payable by the Borrower for the account of the Lender or the Additional Lenders under such Incremental Revolving Facility shall assign be included (with such original issue discount being equated to each interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with such Incremental Revolving Facility or to one or more other arrangers (or their affiliates) under such Incremental Revolving Facility shall be excluded and (z) if such Incremental Revolving Facility includes an interest rate floor, such interest rate floor shall be equated to interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Revolving Loans under the Revolving Facilities shall be required, to the extent an increase in the interest rate floor in the Revolving Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Revolving Loans shall be increased by such increased amount, (vi) any Incremental Revolving Facility shall mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the latest Termination Date in respect of Revolving Facilities hereunder, and (vii) the other terms and conditions in respect of any Incremental Revolving Facility (other than pricing and maturity), shall be substantially consistent with the Revolving Facilities hereunder and shall otherwise be reasonably satisfactory to the Administrative Agent; provided that no Fronting Bank or Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Loan Lenders, and each of Facilities obtained after the Amendment No. 6 Effective Date shall not exceed $250,000,000. Each Incremental Revolving Loan Lenders Facility shall purchase from each of the Lenders, at the be in a minimum principal amount thereof (together with accrued interest), Revolving Loans of $25,000,000 and interests integral multiples of $5,000,000 in Letters excess thereof; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacilities set forth above.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section 2.15 and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto. Upon the effectiveness of any such Incremental Facility, the Incremental Revolving Loan Lenders shall advance Loans in an amount sufficient such that after giving effect to such advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to the effectiveness of any Incremental Revolving Credit Commitments (but not Incremental Term Loan Commitments) that if any SOFR Loans are outstanding on the date of such effectiveness, such SOFR Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 4.5 hereof.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (bwhereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional revolving credit facility tranches (“Incremental Revolving Loans”) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”; together with the Incremental Revolving Loans, the “Incremental Revolving Facilities”) from Lenders and/or Additional Lenders (as defined below); provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment (as defined below), (i) each such Incremental Revolving Facility shall be pari passu with eachthe Revolving Facility in respect of right of payment and lien priority, (ii) at the time that any such Incremental Revolving Facility Amendment is effective (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 6.6 hereof determined on a pro forma basis as of the date of such Incremental Revolving Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, in each case, as if any Incremental Revolving Loans actually to be incurred on such date had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Revolving Loan, (iv) if the interest rate margin with respect to such Incremental Revolving Loans shall be higher than the Applicable Margin then in effect for the Revolving FacilitiesFacility plus 0.50%, such Applicable Margin with respect to the Revolving FacilitiesFacility shall be automatically adjusted to be equal to the relevant Applicable Margin relating to such Incremental Revolving Loans minus 0.50%; provided that in determining the interest rate margin applicable to any Incremental Revolving Facility, (x) original issue discount or upfront fees (which shall constitute like amounts of original issue discount) payable by the Borrower for the account of the Lender or the Additional Lenders under such Incremental Revolving Facility shall assign be included (with such original issue discount being equated to each interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with such Incremental Revolving Facility or to one or more other arrangers (or their affiliates) under such Incremental Revolving Facility shall be excluded and (z) if such Incremental Revolving Facility includes an interest rate floor, such interest rate floor shall be equated to interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Revolving Loans under the Revolving Facilities shall be required, to the extent an increase in the interest rate floor in the Revolving Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Revolving Loans shall be increased by such increased amount, (vi) any Incremental Revolving Facility shall mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the latest Termination Date in respect of the Revolving FacilitiesFacility hereunder, and (vii) the other terms and conditions in respect of any Incremental Revolving Facility (other than pricing and maturity), shall be substantially consistent with the Revolving FacilitiesFacility hereunder and shall otherwise be reasonably satisfactory to the Administrative Agent; provided that no Fronting Bank or Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Loan Lenders, and each of Facilities obtained after the Amendment No. 9 Effective Date shall not exceed $280,000,000. Each Incremental Revolving Loan Lenders Facility shall purchase from each of the Lenders, at the be in a minimum principal amount thereof (together with accrued interest), Revolving Loans of $25,000,000 and interests integral multiples of $5,000,000 in Letters excess thereof; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacilities set forth above.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject Subject to the satisfaction of the terms and conditions expressed set forth herein, the Borrower shall have the right, from time to time and upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (an “Incremental Request”), to request to increase the Aggregate Revolving Commitments (the “Incremental Revolving Commitments”; revolving loans made thereunder the “Incremental Revolving Loans”; and 56 CHAR1\1593539v8 each such increase, an “Incremental Facility”); subject, however, in any such case, to satisfaction of the foregoing clauses following conditions precedent: (a) and the aggregate amount of all Incremental Revolving Commitments effected pursuant to this Section 2.16 shall not exceed $150,000,000; (b)) on the date on which any Incremental Facility Amendment is to become effective, (i) each of the Lenders shall assign both immediately prior to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages immediately after giving effect to the addition incurrence of such Incremental Revolving Credit Commitments Loans (assuming that the full amount of the Incremental Revolving Loans shall have been funded on such date) and any related transactions, no Default or Event of Default shall have occurred and be continuing; (c) after giving effect to the incurrence of such Incremental Revolving Loans (assuming the full amount of the Incremental Revolving Loans have been funded) and any related transactions, on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants set forth in Section 7.11; (d) the representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct) as of such earlier date; (e) such Incremental Revolving Loans shall be in a minimum amount of $50,000,000 and in integral multiples of $10,000,000 in excess thereof (or such lesser amounts as agreed by the Administrative Agent); (f) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01; (iig) the share Administrative Agent shall have received additional commitments in a corresponding amount of each respective such requested Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Loans from either existing Lenders and/or one or more other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be deemed required to provide an additional commitment); and (h) the Administrative Agent shall have received customary closing certificates and legal opinions and all other documents (including resolutions of the board of directors of the Loan Parties) it may reasonably request relating to the corporate or other necessary authority for all purposes a such Incremental Revolving Loan Commitment Loans and the validity of such Lender Incremental Revolving Loans, and each Loan made thereunder any other matters relevant thereto, all in form and substance reasonably satisfactory to the Administrative Agent. Any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Revolving LoanFacility Amendment”) shall be deemedto this Agreement, for all purposes, a Revolving Loan and all references giving effect to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to modifications permitted by this Section 2.16 (and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect subject to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.limitations set forth in the immediately preceding paragraph), executed by the 57 CHAR1\1593539v8

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit and Swingline Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit and Swingline Loans will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b)At any time, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more increases in the Revolving Credit Commitments, (i) each of the Lenders shall assign to each of the an “Incremental Revolving Loan LendersCommitment”) to make incremental revolving credit loans (any such increase, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”); provided that (i) shall be deemed, the total aggregate amount for all purposes, a such Incremental Revolving Loan Commitments shall not (as of any date of incurrence thereof) exceed $35,000,000 and all references to (ii) the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the total aggregate amount for each Incremental Revolving Credit Commitments Loan Commitment (and the Incremental Revolving Loans made thereunder) shall not be less than a minimum principal amount of $5,000,000 or, if less, the remaining amount permitted pursuant to this Section and the foregoing clause (iiii). Each such notice shall specify the date (each, an “Increased Amount Date”) each on which the Borrower proposes that any Incremental Revolving Loan Commitment shall be effective, which shall be a Business Day not less than ten (10) Business Days after the date on which such notice is delivered to Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender with and/or any Approved Fund, and/or any other Eligible Assignee reasonably satisfactory to the Administrative Agent, to provide an Incremental Revolving Loan Commitment (any such Person, an “Incremental Lender”). Any Lender or any Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Loan Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Loan Commitment. Any Incremental Revolving Loan Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share effective as of the Incremental Revolving Credit Commitments and all matters relating thereto.such Increased Amount Date; provided that:

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) The Borrower may at any time and from time to time after the Closing Date, by notice to the Administrative Agent (bwhereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more additional revolving credit facility tranches (“Incremental Revolving Loans”) or increases in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment Increase”; together with the Incremental Revolving Loans, the “Incremental Revolving Facilities”) from Lenders and/or Additional Lenders (as defined below); provided that at the time of each such request and upon the effectiveness of each Incremental Revolving Facility Amendment (as defined below), (i) each such Incremental Revolving Facility shall be pari passu with theeach Revolving Facility in respect of right of payment and lien priority, (ii) at the time that any such Incremental Revolving Facility Amendment is effective (immediately after giving effect thereto), no Default or Event of Default shall have occurred and be continuing, (iii) the Borrower shall be in compliance with the covenants set forth in Section 6.6 hereof determined on a pro forma basis as of the date of such Incremental Revolving Loan and the last day of the most recent fiscal period of the Borrower for which financial statements have been provided, in each case, as if any Incremental Revolving Loans actually to be incurred on such date had been outstanding on the last day of such fiscal quarter of the Borrower for testing compliance therewith and after giving effect to any other customary and appropriate pro forma adjustment events, including any acquisitions or dispositions after the beginning of the relevant fiscal quarter but prior to or simultaneous with the borrowing of such Incremental Revolving Loan, (iv) if the interest rate margin with respect to such Incremental Revolving Loans shall be higher than the Applicable Margin then in effect for the Revolving FacilityFacilities plus 0.50%, such Applicable Margin with respect to theeach Revolving Facility shall be automatically adjusted to be equal to the relevant Applicable Margin relating to such Incremental Revolving Loans minus 0.50%; provided that in determining the interest rate margin applicable to any Incremental Revolving Facility, (x) original issue discount or upfront fees (which shall constitute like amounts of original issue discount) payable by the Borrower for the account of the -55- Lender or the Additional Lenders under such Incremental Revolving Facility shall assign be included (with such original issue discount being equated to each interest based on an assumed four-year life to maturity), (y) customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with such Incremental Revolving Facility or to one or more other arrangers (or their affiliates) under such Incremental Revolving Facility shall be excluded and (z) if such Incremental Revolving Facility includes an interest rate floor, such interest rate floor shall be equated to interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Revolving Loans under the Revolving FacilityFacilities shall be required, to the extent an increase in the interest rate floor in the Revolving Loans would cause an increase in the interest rate then in effect, and in such case the interest rate floor (but not the interest rate margin) applicable to the Revolving Loans shall be increased by such increased amount, (vi) any Incremental Revolving Facility shall mature no earlier than, and will require no scheduled amortization or mandatory commitment reduction prior to, the latest Termination Date in respect of theany tranche of Revolving Facility hereunderCommitments, and (vii) the other terms and conditions in respect of any Incremental Revolving Facility (other than pricing and maturity), shall be substantially consistent with the Revolving FacilityFacilities hereunder and shall otherwise be reasonably satisfactory to the Administrative Agent; provided that no Fronting Bank or Swingline Lender shall be required to act as “fronting bank” or “swingline lender” under any such Incremental Revolving Facility without its written consent. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Revolving Loan Lenders, and each of Facilities obtained after the Amendment No. 3 Effective Date shall not exceed $250,000,000. Each Incremental Revolving Loan Lenders Facility shall purchase from each of the Lenders, at the be in a minimum principal amount thereof (together with accrued interest), Revolving Loans of $25,000,000 and interests integral multiples of $5,000,000 in Letters excess thereof; provided that such amount may be less than $25,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating theretoFacilities set forth above.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and The Borrowers may at any time or from time to time after the Effective Date (bbut not to exceed four times prior to the Initial Maturity Date), upon not less than five Business Days’ notice to the Administrative Agent (i) each of whereupon the Lenders Administrative Agent shall assign promptly deliver a copy to each of the Lenders), request that an increase in the then existing Revolving Loan Commitments (the “Incremental Revolving Loan Lenders, and each of the Commitments”; with Revolving Loans made pursuant to any Incremental Revolving Loan Lenders shall purchase from each of Commitments being, “Incremental Revolving Loans”) be made available to the LendersBorrowers (the “Incremental Facility”); provided, at the principal amount thereof (together with accrued interest), Revolving Loans that immediately before and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition incurrence of such Incremental Revolving Facility, (i) the representations and warranties contained in Section 8 and the other Credit Commitments Documents are true and correct in all material respects); provided, that to the Revolving Loan Commitmentsextent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates, (ii) no Default or Event of Default shall have occurred at the share time of each respective the incurrence of such Incremental Revolving Credit Commitment held by each respective Facility and be continuing or result therefrom, (iii) the Fixed Charge Coverage Ratio shall be not less than 1.00:1.00, (A) determined on a Pro Forma Basis as of the last day of the Calculation Period most recently ended prior to the date of the incurrence of such Incremental Facility, as if such Incremental Facility (and any other Indebtedness incurred or to be incurred after the last day of such Calculation Period and on or prior to the date of determination) had been incurred (and, if incurred to finance a Specified Transaction, such Specified Transaction had been consummated) on the first day of such Calculation Period and (B) without netting the cash proceeds of any Incremental Facility in calculating such ratio and (iv) on a Pro Forma Basis after giving effect to any such Incremental Facility, Excess Availability shall be no less than $5,000,000. Each Incremental Revolving Loan Lender Commitment shall be deemed for all purposes a in an aggregate principal amount of at least $2,500,000. Notwithstanding anything to the contrary herein, the aggregate principal amount of the Incremental Facility shall not exceed $10,000,000 (the “Incremental Availability”). The Incremental Facility shall rank pari passu in right of payment and of security with the existing 85 Facilities. Any Incremental Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant shall (A) mature on the same date as the Final Maturity Date applicable to this Section the existing ABL Facility, (B) require no scheduled amortization or mandatory commitment reduction prior to the final maturity thereof and (iiiC) each be subject to the same terms and conditions as the ABL Facility and shall be treated substantially the same as, and made under the same documentation as, the existing ABL Facility. Any Incremental Revolving Loan Lender with Facility may participate on a Revolving Credit Commitment shall become pro rata basis or on a Lender with less than pro rata basis (but not on a Revolving Credit Commitment with respect to its respective share of greater than pro rata basis) in any voluntary or mandatory prepayments hereunder, as specified in the applicable Incremental Revolving Credit Commitments and all matters relating theretoAmendment.

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and At any time prior to the Revolver Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more incremental revolving credit commitments (b)any such incremental revolving credit commitment, (i) each of the Lenders shall assign to each of the an “Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Commitment”) to make incremental Revolving Loans and interests in Letters of Credit outstanding on (any such Increased Amount Date as shall be necessary in order thatincremental Revolving Loans, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”); provided that (i) shall be deemed, the total aggregate amount for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the such Incremental Revolving Credit Commitments and Incremental Revolving Loans made established pursuant to this Section 3.13 shall not exceed $375,000,000, (ii) the Borrower shall be permitted to request an Incremental Revolving Commitment only once per calendar quarter and (iii) the total aggregate amount for each Incremental Revolving Commitment shall not be less than $10,000,000 or, if less, the remaining amount permitted pursuant to the foregoing clause (i). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Loan Commitment shall be effective, which shall be a date not less than fifteen (15) Business Days after the date on which such notice is delivered to the Administrative Agent. The Borrower may invite any Lender, any Affiliate of any Lender with and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, the Issuing Lender and the Swing Line Lender, to provide an Incremental Revolving Commitment (any such Person, an “Incremental Revolving Lender”). Any Revolving Lender or any Incremental Revolving Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment. Any Incremental Revolving Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share effective as of the Incremental Revolving Credit Commitments and all matters relating thereto.such Increased Amount Date; provided that:

Incremental Revolving Loans. On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the terms and conditions expressed in the foregoing clauses (a) and (b), (i) each of the Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Lenders, at the principal amount thereof (together with accrued interest), Revolving Loans and interests in Letters of Credit outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Revolving Loans and interests in Letters of Credit will be held by the Lenders according to their then-existing Revolver Percentages after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Loan Commitments, (ii) the share of each respective Incremental Revolving Credit Commitment held by each respective Incremental Revolving Loan Lender shall be deemed for all purposes a Revolving Loan Commitment of such Lender and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and all references to the Loan Documents to Revolving Credit Commitments and Revolving Loans shall be deemed to include the Incremental Revolving Credit Commitments and Incremental Revolving Loans made pursuant to this Section 2.15 and (iii) each Incremental Revolving Loan Lender with a Revolving Credit Commitment shall become a Lender with a Revolving Credit Commitment with respect to its respective share of the Incremental Revolving Credit Commitments and all matters relating thereto. Upon the effectiveness of any such Incremental Facility, the Incremental Revolving Loan Lenders shall advance Loans in an amount sufficient such that after giving effect to such advance each Lender shall have outstanding its Percentage of Loans. It shall be a condition to the effectiveness of any Incremental Revolving Credit Commitments (but not Incremental Term Loan Commitments) that if any EurodollarSOFR Loans are outstanding on the date of such effectiveness, such EurodollarSOFR Loans shall be deemed to be prepaid on such date and the Borrower shall pay any amounts owing to the Lenders pursuant to Section 4.5 hereof.