Common use of Incremental Term Loan Clause in Contracts

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)herein, the Total Term Loan A Commitments may be increased by Borrower shall have the right, at any time prior to the Credit-Linked Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an aggregate amount not increase to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan ALoan”) in connection therewith by the amount of $75,000,000. The following terms and conditions shall apply to each Incremental Term Loan: (it being understood that a) no Term Loan A Lender Default or Event of Default shall have occurred and be continuing at the time of such increase, (b) the Borrower shall have received commitments from one or more existing Lenders or one or more new lenders for such increase (with any new lender to be reasonably acceptable to the Administrative Agent and the Borrower), (c) the Borrower shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): in pro forma compliance with (i) the financial covenants set forth in Section 5.9 and (ii) the Incurrence Test, in each case after giving effect to such increase, (d) the Administrative Agent shall have obtained received a satisfactory legal opinion of counsel to the commitment of one or more Term Loan A Lenders Borrower and such other documentation as it deems reasonably necessary to provide effectuate such increase, (e) the Incremental Term Loan A Commitments and any such shall not have a shorter maturity than the Term Loan A LendersLoan, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iiif) the proceeds of the Incremental Term Loan A shall only be used solely to fund Permitted Acquisitions; and refinance the 9.50% Senior Subordinated Notes, (ivg) the Borrowers shall pay Weighted Average Life to the Administrative Agent for the benefit Maturity of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with shall not be shorter than the consent Weighted Average Life to Maturity of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to and (h) if the proposed interest rate margin on any Incremental Term Loan A Commitmentswould be more than the Applicable Percentage for the existing Term Loan, effect the Applicable Percentage on the existing Term Loan (and, correspondingly, the Credit-Linked Interest) shall be increased such amendments that the Applicable Percentage on the existing Term Loan (and the Credit-Linked Interest) is equal to the interest rate margin on such Incremental Term Loan. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Credit Agreement and the or any other Loan Documents Credit Document as may be necessary or appropriate to effectuate incorporate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.therein.

Incremental Term Loan. (a) At The Borrower may, at any time during time, by written notice to the period from Administrative Agent, make one request that an additional term loan (the Amendment No. 9 Effective Date until “Incremental Term Loan”) be made in an amount not to exceed $40,000,000 for the sole purpose of funding the earnout obligations of the Borrower pursuant to the Target Acquisition Agreement and to be effective as of the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to upon which the conditions set forth in clause Section 2.13(c) below are fulfilled to the satisfaction of the Administrative Agent (the “Incremental Term Loan Effective Date”); provided, however, that no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the Incremental Term Effective Date, or shall occur as a result thereof. (b) belowThe Administrative Agent shall promptly notify the Lenders of a request by the Borrower for the Incremental Term Loan, which notice shall include the date by which Lenders wishing to participate in the Incremental Term Loan must commit to funding a portion of the Incremental Term Loan (the “Incremental Term Loan Commitment Date”). Each Lender that is willing to participate in the Incremental Term Loan (each a “Participating Lender”) shall give written notice to the Administrative Agent on or prior to the Incremental Term Loan Commitment Date of its commitment to fund a portion of the Incremental Term Loan. The Administrative Agent may, in its sole discretion, also extend offers to one or more banks, financial institutions or institutional lenders (each such Person, a “Prospective Lender”) to participate in any portion of the Incremental Term Loan; provided, however, that the commitment of each such Prospective Lender shall be in an amount of $2,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amounts as may be necessary to cause the aggregate commitments for the Incremental Term Loan to equal the amount thereof). If the Participating Lenders and the Prospective Lenders notify the Administrative Agent that they are willing to commit to fund a portion of the Incremental Term Loan so that the aggregate amount of such commitments shall equal or exceed the amount of the Incremental Term Loan, the Total Incremental Term Loan A Commitments may shall be increased by allocated among the Participating Lenders and the Prospective Lenders willing to participate therein in such amounts as are agreed between the Borrower and the Administrative Agent. Notwithstanding the foregoing, in no event shall the Administrative Agent be obligated to agree to the Incremental Term Loan nor shall any Lender be obligated to participate in the Incremental Term Loan. Participation in the Incremental Term Loan shall be completely optional and at the sole discretion of each Lender. (c) On the Incremental Term Loan Effective Date, each Prospective Lender that accepts an aggregate amount not offer to exceed $20,000,000 participate in the Incremental Term Loan in accordance with this Section 2.13(c) (each such increaseProspective Lender being an “Assuming Lender” and together with any Participating Lenders, the “Incremental Term Loan A CommitmentsLenders”). The Administrative Agent ) shall invite each Term Loan A become a Lender party to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with this Agreement as of the proposed Incremental Term Loan A CommitmentsEffective Date and; provided, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed that on or before the Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only Effective Date: (i) all amendments to this Agreement deemed reasonably necessary by the amount of Administrative Agent to successfully fund the Incremental Term Loan A Commitments shall have been agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 parties hereto as provided herein and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion.any Assuming Lenders; (bii) Each all necessary approvals shall have been obtained by each of the following shall be conditions precedent to the Incremental Term Loan A Commitments Lenders and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent):Administrative Agent; and (iiii) the Administrative Agent shall have obtained received the commitment following, each dated such date: (A) (x) certified copies of one or more Term Loan A Lenders to provide resolutions of the Board of Directors of the Borrower approving the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement the corresponding modifications to this Agreement and (y) an “Incremental Joinder”)opinion of counsel for the Borrower, in form and substance reasonably satisfactory to the Agents;Administrative Agent; and (iiB) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent, duly executed by such Assuming Lender, the Administrative Agent and the Borrower. On the Incremental Term Loan Effective Date, upon fulfillment of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to 2.13(c), the Administrative Agent for the benefit of shall notify the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loanseach Assuming Lender) and (iii) shall share ratably in the right Borrower, on or before 12:00 p.m., by facsimile or other electronic means, of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment funding of the Incremental Term Loan A Commitments and shall record in the Register the relevant information with respect to each Incremental Term Loan Lender on such date. The Incremental Term Loan (i) shall rank pari passu in right of payment and security with, and shall have the same guarantees as, the Term Loan, (ii) shall not mature earlier than the sixth (6th) anniversary of the Closing Date and shall have a life to maturity that is no shorter than the life to maturity of the Term Loan, (iii) shall be treated substantially the same as the Term Loan (including with respect to mandatory and voluntary prepayments) and all other terms and documentation in respect thereof, to the extent inconsistent with the Term Loan, shall not be more onerous than the Term Loan and shall be reasonably satisfactory to the Administrative Agent and (iv) in the event the applicable margin with respect to the Incremental Term Loan A.at any time exceeds the Applicable Margin with respect to the Term Loan, the Applicable Margin with respect to the Term Loan shall be automatically increased so that no such excess exists.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)this Section 2.03, on or before November 30, 2018, the Total Term Loan A Commitments may be increased by an aggregate amount not Borrower may, upon written notice to exceed $20,000,000 the Lender, request a one-time additional term loan (such increase, the “Incremental Term Loan A CommitmentsLoan”). The Administrative Agent shall invite each Term Loan A Lender ) of up to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to determined by subtracting the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an actual amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A made in accordance with Section 2.01 hereof from ONE HUNDRED AND FIFTY MILLION AND 00/100) ($150,000,000.00) U.S. DOLLARS (the “Incremental Term Loan AAmount”). The written notice from the Borrower pursuant to this Section 2.02 shall set forth the requested amount. At the time of sending such notice, the Borrower shall specify the time period within which the Lender is requested to respond (which shall in no event be less than ten (10) in connection therewith Business Days nor more than thirty (it being understood that no Term Loan A 30) Business Days from the date of delivery of such notice to the Lender). The Lender shall not be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments Loan, and any such Incremental Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”)be made by the Lender, in form the Lender’s sole and substance reasonably satisfactory absolute discretion. If the Lender does not respond within the time period referenced in such written notice, the Lender shall be deemed to have declined to provide the Agents; (ii) each of Incremental Term Loan. The Lender may make an Incremental Term Loan in an amount less than the conditions precedent amount set forth in Section 5.02 the Borrower’s notice, but if the Lender determines in its sole and absolute discretion to make an Incremental Term Loan, the Incremental Term Loan shall have been satisfied prior to the making not be less than twenty-five percent (25%) of the Incremental Term Loan A;Amount. (b) The Incremental Term Loan (i) shall rank pari passu in right of payment and of security with the Term Loan, (ii) shall have terms, including the maturity date, identical to the Term Loan, and (iii) shall be evidenced by the proceeds Incremental Term Note. Any prepayment of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) made on a pro rata basis with the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made.Loan (c) Any Without in any way limiting the Lender’s discretion to make the Incremental Joinder mayTerm Loan, with the consent following conditions shall, at a minimum, be met prior to the closing of the Agents, the Administrative Borrower and the Incremental Term Loan A Lenders agreeing Loan: (i) No Event of Default shall exist immediately prior to or after giving effect to the proposed Incremental Term Loan. (ii) Lender shall have received such other documents and information as the Lender shall reasonably request. (iii) The representations and warranties of the Loan A Commitments, effect such amendments to Parties in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as may of the closing date of the Incremental Term Loan; provided, that, to the extent a representation and warranty specifically refers to an earlier date, it shall be necessary true and correct in all material respects as of such earlier date; and provided, further, that any representation or appropriate warranty qualified as to effectuate the provisions of this Section 2.13materiality, material adverse effect or similar language shall be true and correct in all respects. (div) Unless otherwise specifically provided herein, (i) all references in Lender shall have received updated disclosure schedules to this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include any new Loan Party and its Subsidiaries, as applicable. (v) The documents evidencing the Incremental Term Loan A made pursuant shall be acceptable to the Lender. (vi) The Lender shall have received a certificate of an executive officer of each Loan Party certifying (i) as to no changes to the Organizational Documents of such Loan Party, (ii) true and correct copies of resolutions authorizing the Incremental Term Loan and (iii) that all conditions to the Incremental Term Loan A Commitments pursuant to described in this Section 2.132.02 have been met. (evii) The Incremental Term Loan A (Lender shall have received a customary legal opinion in form and all interestsubstance acceptable to the Lender, fees and other amounts payable thereon) (i) shall be Term Loans under as well as such reaffirmations, supplements and/or amendments to this Agreement and the other or any Loan Documents, (ii) shall be on the same terms Document as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) Lender shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05reasonably require. (fviii) The Incremental Term Loan A Commitments Lender shall have received a commitment fee equal to one and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment one- half (1.50%) percent of the Incremental Term Loan A Commitments and Loan. (ix) The Lender shall have raised sufficient funds from third parties to fund the Incremental Term Loan A.Loan, and such third parties shall have entered into participation agreements satisfactory to the Lender it is sole and absolute discretion.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)herein, the Total Borrower shall have the right, at any time and from time to time prior to the Term Loan A Commitments may be increased Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term Facility”) by an aggregate amount not of up to exceed (a) ONE HUNDRED TWENTY-FIVE MILLION DOLLARS ($20,000,000 125,000,000) less (such increase, b) the “sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Loan A Commitments”Facilities established pursuant to this Section 2.2(e). The Administrative Agent following terms and conditions shall invite apply to each Incremental Term Loan A Lender to increase its Facility: (i) the loans made under any such Incremental Term Loan A Commitment Facility (it being understood that no each an “Additional Term Loan A Lender Loan”) shall constitute Credit Party Obligations and will be obligated to increase its Term Loan A Commitment) in connection secured and guaranteed with the proposed other Credit Party Obligations on a pari passu basis, (ii) any such Incremental Term Loan A CommitmentsFacility shall have a maturity date no sooner than, and if sufficient Lenders do not agree a weighted average life to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitmentsmaturity no shorter than, then the Term Loan A Commitments Maturity Date and the weighted average life to maturity of the Term Loans at such time, respectively, (iii) any such Incremental Term Facility shall be increased only by entitled to the amount same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, (iv) any such Incremental Term Loan A Commitments agreed to by the Term Loan A Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, (if any). The aggregate v) any such Incremental Term Loan A Commitments Facility shall be in an a minimum principal amount of at least $5,000,000 25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. In no event may , or, if less, the Total Term Loan A Commitment be increased maximum remaining amount permitted pursuant to this Section 2.13 on more than one occasion. 2.2(e), (bvi) Each the proceeds of the following shall be conditions precedent to the Incremental any Additional Term Loan A Commitments and will be used for the making purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of the additional portion of the any new Lender or any existing Lender requesting a Term Note whose Term Loan A Committed Amount is created or increased, (viii) the “Incremental Term Loan A”) conditions to Extensions of Credit in connection therewith Section 4.2 shall have been satisfied, (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (iix) the Administrative Agent shall have obtained received an opinion or opinions (including, if reasonably requested by the commitment Administrative Agent, local counsel opinions) of one or counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) if the interest rate margin on any Incremental Term Facility would be more than 0.25% greater than the Applicable Percentage for the existing Term Loan, the Applicable Percentage on the existing Term Loan A Lenders to provide shall be increased such that the Applicable Percentage on the existing Term Loan is 0.25% lower than the interest rate margin on the Incremental Term Loan A Commitments Facility, and any such Term Loan A Lenders, each Loan Party and each (xi) the Administrative Agent shall have signed a joinder agreement to this Agreement (received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an “Incremental Joinder”)officer’s certificate, in each case in form and substance reasonably satisfactory to the Agents; (ii) each of Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the conditions precedent Borrower will be in compliance with the financial covenants set forth in Section 5.02 5.9 and no Default or Event of Default shall exist. No existing Lender shall have been satisfied prior any obligation to the making provide all or any portion of the Incremental Term Loan A; (iii) the proceeds Facility. The Administrative Agent is authorized to enter into, on behalf of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan ALenders, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments any amendment to this Credit Agreement and the or any other Loan Documents Credit Document as may be necessary or appropriate to effectuate incorporate the provisions terms of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the new Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13Facility therein. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any time during Subject to the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary terms and conditions hereof and of the Amendment No. 9 Effective DateCredit Agreement as amended hereby, CoBank hereby agrees to make an Incremental Term Loan in the amount of $200,000,000 (the “CoBank Term Loan”) at the option Effective Time. The foregoing commitment of CoBank to make the CoBank Term Loan shall terminate upon the earlier of the Borrowers (but subject making of the CoBank Term Loan and its termination pursuant to Section 5 hereof. The CoBank Term Loan shall initially be a Eurocurrency Loan with an Interest Period of one month. Subject to the conditions set forth in clause (b) Section 5 below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent CoBank shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) make the proceeds of the Incremental CoBank Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable available to the Administrative Agent on the date that each upon which the Effective Time occurs in accordance with Section 2.10(a) of the Credit Agreement (as amended hereby) and the Administrative Agent shall promptly make such Incremental proceeds received from CoBank available to the Company at the address specified in the disbursement directions delivered by the Company pursuant to Section 5(k) below. The provisions of Section 2.21 of the Credit Agreement (as amended hereby) shall be applicable to the CoBank Term Loan; provided that, for the avoidance of doubt, the Administrative Agent may, but shall not be obligated to, make funds available pursuant thereto. (b) Upon the Effective Time, the lender(s) making the CoBank Term Loan A is madeshall be deemed “Lenders” under the Credit Agreement with all the attendant rights and obligations thereof as and to the extent provided in the Credit Agreement as amended hereby. Prior to the Effective Time CoBank and its Related Parties shall be entitled to indemnification with respect to this Amendment and the transactions contemplated hereby in accordance with the terms of Section 9.6(b) of the Credit Agreement as if a Lender. (c) Any Incremental Joinder may, with CoBank may not assign all or any portion of its commitment in respect of the CoBank Term Loan without the prior written consent of the AgentsCompany, the Administrative Borrower and the Term Loan A Lenders agreeing such consent not to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary unreasonably withheld or appropriate to effectuate the provisions of this Section 2.13delayed. (d) Unless otherwise specifically provided hereinAs of the Effective Time, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include Company hereby accepts the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13Facility. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “The Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitmentas defined herein) in connection with the proposed constitutes an "Incremental Term Loan A CommitmentsLoan", a "Term Loan" and if sufficient Lenders do not agree to increase their Term Loan A Commitments a "Loan" as such terms are defined and used in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasionCredit Agreement. (b) Each of the following shall be conditions precedent to the The Incremental Term Loan A Commitments and Lender agrees that the making aggregate principal amount of the additional portion of the Term Loan A (the “its Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan Commitment is set forth on Exhibit A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent):attached hereto. (ic) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the The proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) pay part of the Borrowers shall pay to the Administrative Agent consideration for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned Specified Acquisition and due associated costs and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13expenses. (d) Unless otherwise specifically provided Subject to the terms and conditions set forth herein, (i) all references in this Agreement and any other Loan Document the Incremental Term Lender agrees to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include make its portion of the Incremental Term Loan A made pursuant to the Borrower in one advance on any Business Day from the date hereof through and including July 7, 2017 (the "Incremental Term Loan Funding Date") in a principal amount equal to the Incremental Term Loan A Commitments pursuant Commitment of such Incremental Term Lender. The Incremental Term Loan may be, from time to this Section 2.13time in the Borrower's discretion (subject to the terms of the Credit Agreement), Base Rate Loans, LIBOR Index Rate Loans or Eurodollar Loans or a combination thereof. Amounts repaid on Incremental Term Loan may not be reborrowed. (e) The Maturity Date for the Incremental Term Loan A (and all interest, fees and other amounts payable thereon) is the earlier of (i) shall be Term Loans under this Agreement and the other Loan DocumentsJune 22, 2021 or (ii) shall be the date on which the same terms as the initial principal amount of all outstanding Term Loans (including, without limitation, the Applicable Margin, Applicable Premium has been declared or automatically has become due and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans payable pursuant to Section 2.03 and Section 2.058.1 of the Credit Agreement (whether by acceleration or otherwise). (f) The Applicable Margin for the Incremental Term Loan A Commitments and Incremental Term Loan A established shall be, as of any date, a percentage per annum determined by reference to the applicable Consolidated Net Leverage Ratio in effect on such date as set forth in the table below: I < 1.50:1.00 1.75% 0.75% II > 1.50:1.00 but < 2.00:1.00 2.00% 1.00% III > 2.00:1.00 but < 2.50:1.00 2.25% 1.25% IV > 2.50:1.00 but < 3.00:1.00 2.50% 1.50% V > 3.00:1.00 2.75% 1.75% Changes in the Applicable Margin resulting from a change in the Consolidated Net Leverage Ratio shall be made pursuant to this the definition of "Applicable Margin" set forth in Section 2.13 shall constitute a Term Loan Commitment 1.1 of the Credit Agreement and a Term Loan underother applicable provisions in the Credit Agreement (which are hereby incorporated by references, mutatis mutandis, as if set forth herein) in the same manner as other Loans under the Credit Agreement, including any imposition of an Accurate Applicable Margin in accordance with the terms of the Credit Agreement. For the avoidance of doubt, upon consummation of the Specified Acquisition, the Applicable Margin from the date of such consummation until the second Business Day after which the financial statements and Compliance Certificate for the Fiscal Quarter ending September 30, 2017 are required to be delivered shall be entitled at Level III as set forth in the table above consistent with the Credit Agreement. (g) The Borrower unconditionally promises to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by pay to the Administrative Agent to ensure and demonstrate that Agent, for the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment account of the Incremental Term Loan A Commitments and Lender, the then unpaid principal amount of the Incremental Term Loan A.in quarterly installments, commencing with the first full Fiscal Quarter ending after the Incremental Term Loan is funded, with each such installment being in the aggregate principal amount (as such installment may be adjusted as a result of prepayments made pursuant to Sections 2.11 and 2.12 of the Credit Agreement) for the Incremental Term Lender equal to (i) 1.875% of the principal amount of the Incremental Term Loan actually advanced for the first eight (8) installments and (ii) 2.50% of the principal amount of the Incremental Term Loan actually advanced for the remaining installments (and on such other date(s) and in such other amounts as may be required from time to time pursuant to this Agreement); provided, that, to the extent not previously paid, the aggregate unpaid principal balance of the Incremental Term Loan shall be due and payable on the Maturity Date.

Incremental Term Loan. Each Increased Commitment Supplement that increases the Term Loans shall set forth the following information, with respect to the additional Term Loan requested: (ai) At any time during the period from aggregate amount thereof; (ii) the Amendment No. 9 Effective Date until Lenders or New Lenders who will be providing such additional Term Loan and the amount of each of their commitments therefore; (iii) the final maturity and amortization schedule for such additional Term Loan; (iv) the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total additional Term Loan A Commitments may is to be increased by an aggregate amount not to exceed $20,000,000 made; (v) whether such increase, the “Incremental additional Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term an ABR Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitmentsor a Eurodollar Loan, and if sufficient Lenders do not agree a Eurodollar Loan, the Interest Periods to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitmentsbe initially applicable thereto; and (vi) if different than the Applicable Rates set forth herein, then the Term Loan A Commitments shall Applicable Rates to be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion.applicable thereto; provided that: (bA) Each of the following shall be conditions precedent to an Increased Commitment Supplement may provide that the Incremental Term Loan A Commitments and the making to be made pursuant thereto will accrue interest at an alternative rate or alternative rates of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitionsinterest other than as provided herein; and (ivB) if the Borrowers shall pay Total Return (as defined below in this paragraph) payable to the Administrative Agent for the benefit of the Lenders providing the Incremental such additional Term Loan A(such Total Return, a non-refundable closing fee equal to herein the amount of 2.00“New Total Return”) exceeds by more than 0.50% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and Total Return payable to the Administrative Agent Lenders who hold Term Loans and Synthetic L/C Loans as of the date such additional Term Loan is made, then the Applicable Rate used to calculate the interest on the date that each such Incremental then existing Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower Loans and the Term Loan A Lenders agreeing Fixed Return rate used to calculate the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this fee then payable under Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i2.12(c) shall each be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded adjusted by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required an amount determined by the Administrative Agent to ensure be necessary so the Total Return payable to the Lenders who hold Term Loans and demonstrate that Synthetic L/C Loans as of the Liens and security interests granted date such additional Term Loan is made equals the New Total Return minus 0.50% (as used in this paragraph (B), the term “Total Return” means, with respect to a Loan, the projected rate of return expressed as a percentage to be earned on such Loan over its life calculated by the Administrative Agent in a manner to include the interest rate payable thereunder, all upfront or similar fees payable in connection therewith and any original issue discounts. If the interest rate for any Loan Documents continue is based on a variable rate, the rate in effect as of the date of the calculation of the Total Return shall be deemed to be perfected under the Code or otherwise after giving rate in effect to the establishment of the throughout its life). No Incremental Term Loan A Commitments shall have a final maturity date earlier than the Term Loan Maturity Date and the no Incremental Term Loan A.shall have a weighted average life to maturity that is shorter than the then-remaining weighted average life to maturity of the Term B Loans.

Incremental Term Loan. (a) At any time during Subject to the period from terms and conditions of this Agreement and in reliance upon the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option representations and warranties of the Borrowers (but subject to the conditions set forth in clause (b) below)contained herein, the Total Designated Borrower may, from time to time after the Closing Date, request that the Term Lenders increase their Term Loan A Commitments may be increased by (each, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) in an aggregate amount not to exceed $20,000,000 (such increase25,000,000; provided that, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent no Default or Event of Default shall have obtained occurred and be continuing on such requested funding date or arise as a result of the commitment funding of one or more Term Loan A Lenders to provide the such Incremental Term Loan A Commitments and any such Term Loan A LendersLoan, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each the representations and warranties of the conditions precedent Borrowers set forth in Section 5.02 this Agreement and in any other Loan Document shall be true and correct in all material respects (or, in the case of any such representation or warranty already qualified by materiality, in all respects) on and as of such requested funding date (or, in the case of any such representation or warranty expressly stated to have been satisfied prior to the making made as of the Incremental Term Loan A; a specific date, as of such specific date), (iii) the proceeds of the any each such Incremental Term Loan A shall be used solely to finance Permitted Acquisitions consummated substantially concurrently with the incurrence thereof and to fund fees and expenses associated with the consummation of such Permitted Acquisitions; and and (iv) any such increase shall be on terms and conditions acceptable to the Term Agent, and the Borrowers shall pay have entered into an amendment to this Agreement in form and substance acceptable to the Administrative Term Agent for reflecting such terms and conditions, in all cases, in the benefit Term Agent’s sole discretion. None of Crystal, the Term Agent, any Term Lender, or any other Person shall have any obligation to approve or make any Incremental Term Loan. When requesting any Incremental Term Loan, the Designated Borrower shall deliver to the Term Agent a certificate from a Responsible Officer of the Lenders providing Designated Borrower, in form and substance satisfactory to the Term Agent, certifying to the above conditions precedent. Any Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on substantially the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right existing facility under this Agreement. Any portion of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The any Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall repaid or prepaid may not be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.reborrowed.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Term Loan Commitment Termination Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 55,000,000 (such increase, the “Incremental Term Loan A Commitments”). ​ The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by Agent or the amount of Administrative Borrower may invite any prospective lender who is reasonably satisfactory to the Agent to become a Lender in connection with the proposed Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any)Commitments. The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 25,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) . Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan ALoan”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding therewith: the satisfaction of Agent or the following conditions precedent): (i) the Administrative Agent Borrowers shall have obtained the commitment of one or more Term Loan A Lenders (or other prospective lenders) reasonably satisfactory to the Agent to provide the Incremental Term Loan A Commitments and any such Term Loan A LendersLenders (or prospective lenders), each Loan Party and each the Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) Agent; each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) Loans; and the proceeds of the Incremental Term Loan A Loans shall be used solely to (A) fund Permitted Acquisitions; and a portion of the cash consideration and working capital needs payable in connection with the Kilimanjaro Acquisition, (ivB) repay the Borrowers shall pay Mondee Group Subordinated Notes to the Administrative Agent for extent permitted under the benefit Mondee Group Subordination Agreement, (C) pay fees and expenses incurred in connection with the transactions contemplated by clauses (A) and (B) above, (D) after the incurrence of ABL Indebtedness, repay any amounts borrowed under the ABL Agreement, and (E) fund general corporate purposes of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Parties. Any Incremental Joinder may, with the consent of the AgentsAgent, the Administrative Borrower and the Term Loan A Lenders or prospective lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) . Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A Loans made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) . The Incremental Term Loan A Loans (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) . ​ ​ The Incremental Term Loan A Commitments and Incremental Term Loan A Loans established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.Loans.

Incremental Term Loan. (a) At any time during Each Lender party hereto severally agrees, on the period from terms and conditions hereinafter set forth, to make a single incremental term loan to the Amendment No. 9 Borrower on the Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 the amount set forth opposite such ▇▇▇▇▇▇’s name on Schedule I hereto (such increase▇▇▇▇▇▇’s “Incremental Commitment”). When made, each such term loan (each, an “Incremental Term Loan”) shall be deemed to have been made as part of a single “Borrowing” under the Existing Credit Agreement, as amended by this Amendment (the Existing Credit Agreement, as so amended, the “Credit Agreement”), and shall be aggregated with the original Term Loan (as defined in the Existing Credit Agreement and herein referred to as the “Original Term Loan”). Thereafter references to the “Term Loan” in the Credit Agreement and the other Loan Documents shall be deemed to refer collectively to the Original Term Loan and each Incremental Term Loan A Commitments”in the aggregate principal amount of Eighty-Five Million Dollars ($85,000,000). The Administrative Agent shall invite , and each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated have all rights and privileges with respect to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and as if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitmentswere made under the Credit Agreement, then in each case, except that interest on the Incremental Term Loan A Commitments Loans shall be increased only by accrue from and including the amount of date on which the respective Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasionwas made. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments Loans borrowed under Section 3(a) of this Amendment and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall repaid or prepaid may not be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent):reborrowed. (ic) the Administrative Agent shall have obtained the commitment The provisions of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement Schedule II to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 Amendment shall have been satisfied prior apply to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13Loans. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (Commitments shall automatically and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be permanently terminate on the same terms as Effective Date upon the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment funding of the Incremental Term Loan A Commitments and the Incremental Term Loan A.Loans.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)herein, the Total Borrower shall have the right, at any time and from time to time prior to the Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of a term loan (each an “Incremental Term Loan A Commitments may be increased Facility”) by an aggregate amount not of up to exceed (a) FIFTY MILLION DOLLARS ($20,000,000 50,000,000) less (such increase, b) the “sum of (i) the aggregate amount of increases in the Revolving Committed Amount pursuant to any Revolver Increase plus (ii) the aggregate amount of any prior Incremental Term Loan A Commitments”Facilities established pursuant to this Section 2.2(e). The following terms and conditions shall apply to each Incremental Term Facility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”) shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) unless the Administrative Agent shall invite each otherwise consents in its sole discretion, the maturity date of any such Incremental Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender Facility shall be obligated to increase its Term Loan A Commitment) in connection coterminous with the proposed Maturity Date, (iii) any such Incremental Term Loan A CommitmentsFacility shall be entitled to the same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on a pro rata basis with the existing Term Loans, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with (iv) any such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments Facility shall be increased only by the amount of obtained from existing Lenders or from other banks, financial institutions or investment funds, (v) any such Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments Facility shall be in an a minimum principal amount of at least $5,000,000 25,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. In no event may , or, if less, the Total Term Loan A Commitment be increased maximum remaining amount permitted pursuant to this Section 2.13 on more than one occasion. 2.2(e), (bvi) Each the proceeds of the following shall be conditions precedent to the Incremental any Additional Term Loan A Commitments and will be used for the making purposes set forth in Section 3.11, (vii) the Borrower shall execute a Term Note in favor of the additional portion of the any new Lender or any existing Lender requesting a Term Note whose Term Loan A Committed Amount is created or increased, (viii) the “Incremental Term Loan A”) conditions to Extensions of Credit in connection therewith Section 4.2 shall have been satisfied, (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (iix) the Administrative Agent shall have obtained received an opinion or opinions (including, if reasonably requested by the commitment Administrative Agent, local counsel opinions) of one counsel for the Credit Parties, addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (x) the interest rate margin applicable to such Incremental Term Facility (taking into account upfront fees payable to the Lenders making such Incremental Term Facility or any original issue discount thereon, in each case in excess of fees or original issue discount paid on the Closing Date) may be higher than the then-current interest rate margin on the existing Term Loans, but by no more Term Loan A Lenders to provide than 0.25%, and if the Incremental Term Loan A Commitments Facility includes an interest rate floor and any the addition of such floor to the LIBOR Rate or the Alternate Base Rate would cause an increase in the interest rate then in effect under the existing Term Loans, such floor shall be added to the LIBOR Rate or the Alternate Base Rate (it being understood that the existing Term Loan A Lenderspricing will be increased and/or additional fees will be paid to existing Term Loan Lenders to the extent necessary to satisfy such requirement), each Loan Party and each (xi) the Administrative Agent shall have signed a joinder agreement to this Agreement (received from the Borrower updated financial projections for the remainder of the initial projection term set forth in Section 3.1 and an “Incremental Joinder”)officer’s certificate, in each case in form and substance reasonably satisfactory to the Agents; (ii) each of Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the conditions precedent Borrower will be in compliance with the financial covenants set forth in Section 5.02 5.9 and no Default or Event of Default shall exist. No existing Lender shall have been satisfied prior any obligation to the making provide all or any portion of the Incremental Term Loan A; (iii) the proceeds Facility. The Administrative Agent is authorized to enter into, on behalf of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan ALenders, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments any amendment to this Credit Agreement and the or any other Loan Documents Credit Document as may be necessary or appropriate to effectuate incorporate the provisions terms of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the new Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13Facility therein. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. A. The Borrower confirms and agrees that (ai) At any time during it has requested the period Tranche H Term Loans as a new tranche of term loans in a total aggregate principal amount of $525,000,000 from the Amendment No. 9 Effective Date until Tranche H Term Lenders pursuant to and on the date that is the twelve (12) month anniversary terms set forth herein and in Section 2.14 of the Credit Agreement, (ii) prior to the First Amendment No. 9 Effective Date, at the option Borrower will deliver to the Administrative Agent a timely Committed Loan Notice with respect to the Borrowing of the Borrowers Tranche H Term Loans and (but iii) on the First Amendment Effective Date, the Borrower will borrow (and hereby requests funding of) the full amount of Tranche H Term Loans from the Tranche H Term Lenders. Amounts paid or prepaid in respect of Tranche H Term Loans may not be reborrowed. B. On the First Amendment Effective Date, subject to the terms and conditions set forth herein and in clause (b) below)the Credit Agreement, each Tranche H Term Lender severally agrees to make to the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) Borrower a single loan denominated in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be Dollars in an amount of at least $5,000,000 equal to such Tranche H Term Lender’s commitment as set forth opposite such Tranche H Term Lender’s name on Schedule I hereto after which such commitment shall terminate immediately and integral multiples of $5,000,000 in excess thereof. In no event may without further action on the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasionFirst Amendment Effective Date. (b) Each C. Notwithstanding anything in Section 7.10 of the following shall be conditions precedent Credit Agreement to the Incremental Term Loan A Commitments and contrary, the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender Borrower shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) not use the proceeds of the Incremental Tranche H Term Loan A Loans for any purpose other than to finance the purchase price of the Acquisition and to pay fees and expenses in connection therewith. D. The Tranche H Term Lenders agree that effective on and at all times after the First Amendment Effective Date, the Tranche H Term Lenders will be bound by all obligations of a Tranche H Term Lender under the Credit Agreement in respect of its Tranche H Term Loans. No Tranche H Term Lender ever is or ever shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent in any respect responsible or liable for the benefit any obligation of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13Lender. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. Borrower and any one or more Lenders (aincluding any Person not previously a Lender hereunder who executes and delivers a Lender Addition Agreement) At any time during may agree that such Lenders shall make an additional term loan facility available under this Subsection 1.1(D) (the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “"Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with Facility"; the proposed commitments thereunder, the "Incremental Term Loan A Commitments"; and the loans thereunder, and if sufficient Lenders do not agree to increase their the "Incremental Term Loan A Commitments in connection with such proposed Loans"). Such Incremental Term Loan A Commitments, then the Term Loan A Commitments Facility shall be increased only documented by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement supplement to this Agreement (an “Incremental Joinder”), in form signed by Borrower and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to Commitments. Notwithstanding the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided hereinforegoing, (i) the aggregate principal amount of the Incremental Term Loan Facility shall not exceed the lesser of (a) $30,000,000 or (b) ten percent of the net book value of all references assets of Borrower and the Restricted Subsidiaries as of the last day of the fiscal year preceding the year in this Agreement and any other which the Incremental Term Loan Document Commitments are established minus all releases during the fiscal year in which the Incremental Term Loan Commitments are established permitted pursuant to clause (b) of Subsection 8.2(I)(1); (ii) no Incremental Term Loan Commitment shall be established prior to January 1, 2003; (iii) the stated maturity date of the Incremental Term Loan Facility shall not be prior to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include B Maturity Date; (iv) the Incremental Term Loan A made pursuant Facility shall not have a weighted average life less than the Term Loan B; (v) the Incremental Term Loan Facility shall not contain covenants or events of default that are more restrictive than the covenants and Events of Default set forth in this Agreement; and (vi) after giving effect to the Incremental Term Loan A Commitments pursuant Facility and the borrowings contemplated thereunder, no Default or Event of Default shall have occurred and be continuing and Borrower shall be in pro forma compliance with the financial covenants contained in Article 4. Lenders shall have no obligation, and shall have no right, to this Section 2.13. (e) The participate in Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05Facility. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)herein, the Total Additional Lender agrees to make an Incremental Term Loan A Commitments may be increased by an aggregate to the Borrower on the Incremental Effective Date (as defined below) in a principal amount not to exceed $20,000,000 (such increase, US$15,000,000. Amounts repaid in respect of the “Incremental Term Loan A Commitments”)made hereunder may not be reborrowed. The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with terms of the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments made hereunder shall be increased only by identical to those of the amount US Dollar Tranche Term Loans outstanding immediately prior to the effectiveness of Incremental this Agreement (the “Existing Term Loan A Commitments agreed to by the Term Loan A Lenders (if anyLoans”). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each It is the intent of the following shall be conditions precedent to parties hereto that the Incremental Term Loan A Commitments and made hereunder be included on the making Incremental Effective Date in each existing US Dollar Tranche Term Borrowing on a pro rata basis. In furtherance of the additional foregoing, each of the parties hereto agrees that a portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments made hereunder shall be allocated among each outstanding US Dollar Tranche Term Borrowing ratably and any shall have an initial Interest Period equal to the remaining Interest Period applicable to such Borrowing, and, upon such allocation, such Incremental Term Loan A Lenders, shall be a part of each such Borrowing (and shall constitute a Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”of the same Class as the US Dollar Tranche Term Loans made on the Effective Date), in form and substance reasonably satisfactory to the Agents;. (iic) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to Upon the making of the Incremental Term Loan A; hereunder, the Additional Lender shall be deemed to be a “Lender”, a “Term Lender” and a “US Dollar Tranche Term Lender” under the Credit Agreement, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (iii) the proceeds or Lenders of the Incremental Term Loan A applicable Class) under the Credit Agreement and shall be used solely to fund Permitted Acquisitions; and bound by all agreements, acknowledgements and other obligations of Lenders (iv) the Borrowers shall pay to the Administrative Agent for the benefit or Lenders of the Lenders providing applicable Class) under the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Credit Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (fd) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment funding of the Incremental Term Loan A Commitments and to be made hereunder shall be made in the Incremental Term Loan A.manner contemplated by Section 2.06 of the Credit Agreement.

Incremental Term Loan. (a) At any time during On the period from terms set forth herein and in the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but Credit Agreement and subject to the conditions set forth in clause (b) below)herein, the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) irrevocably agrees to the Administrative Agent shall have obtained terms of this Agreement and (ii) irrevocably commits to make, upon the commitment of one or more Term Loan A Lenders to provide Fifth Amendment Closing Date, the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent amount set forth in Section 5.02 shall have been satisfied prior to opposite its name on Schedule III hereto. For the making avoidance of doubt, the Incremental Term Loan A; is being incurred pursuant to clause (iiic) of the proceeds definition of “Incremental Cap” in the Credit Agreement. From and after the Fifth Amendment Closing Date, the Incremental Term Loan A Lender shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent a “Lender”, an “Initial Term Lender” and a “Term Lender” under, and for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agentsall purposes of, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Credit Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (fb) The As of the Fifth Amendment Closing Date, (i) the Incremental Term Loan A Commitments and Incremental shall be a “Loan”, an “Initial Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment Loan” and a “Term Loan Loan” under, and shall be entitled to for all purposes of, the benefits afforded by this Credit Agreement and the other Loan Documents. The Incremental Term Loan shall have the same terms as the Existing Term Loans outstanding immediately prior to the Fifth Amendment Closing Date, and shall, without limiting other than to the foregoing, benefit equally and ratably from any guarantees extent expressly provided in this Agreement. The Incremental Term Loan shall be treated as part of the same Class as the Replacement Term Loans for all purposes of the Credit Agreement and the security interests created by the other Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code Amounts paid or otherwise after giving effect to the establishment prepaid in respect of the Incremental Term Loan A Commitments and may not be reborrowed. (c) The Incremental Term Loan funded on the Fifth Amendment Closing Date will be funded with an original issue discount of 0.25% (i.e., at a price of 99.75) (it being agreed that the Parent Borrower shall be obligated to repay 100% of the principal amount of the Incremental Term Loan A.and interest shall accrue on 100% of the principal amount of the Incremental Term Loan, in each case as provided in the Credit Agreement).

Incremental Term Loan. (ai) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Borrower may on or prior to the conditions set forth in clause (b) below), the Total Incremental Term Loan A Commitments may be increased Termination Date request, by written notice from Borrower to Administrative Agent, up to four (4) incremental term loans, in single advances (each such advance, an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A CommitmentsLoan”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitmentsof amounts not more than $5,000,000, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples increment of $5,000,000 in excess thereof, but not to exceed $20,000,000 in the aggregate for all such Incremental Term Loans. In no event may Each such notice shall specify the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each amount of the following shall be conditions precedent to the proposed Incremental Term Loan A Commitments Loan, the principal terms thereof and the making of the additional portion of the Term Loan A date (the each an “Incremental Term Loan AEffective Date”) in connection therewith (it being understood on which Borrower proposes that no the applicable Incremental Term Loan A shall be made, which shall be a date not less than thirty (30) days after the date on which such notice is delivered to Administrative Agent or such shorter period determined by Administrative Agent and each Lender providing a portion of such applicable Incremental Term Loan in their reasonable discretion. Each Incremental Term Loan may be offered to existing Lenders and/or new Lenders, subject to the standards for new Lenders set forth in Section 10.1(a) to the extent that such new Lender is subject to the approval of Administrative Agent pursuant to Section 10.1(a); provided, no Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the make any Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), Loan. Amounts paid or prepaid in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making respect of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall may not be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is madereborrowed. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (eii) The Incremental Term Loan A (terms and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans provisions (including, without limitation, the Applicable Marginmaturity date, Applicable Premium amortization schedule, rates of interest, applicable margins for the rates of interest, fees and Final Maturity original issue discount, if any) of each Incremental Term Loan shall be determined by Borrower and each Lender providing a portion of such applicable Incremental Term Loan, and shall also be subject to the prior written approval of the Administrative Agent in its reasonable discretion, but in no event shall the terms and provisions of the applicable Incremental Term Loan be more favorable to any Lender providing any portion of the applicable Incremental Term Loan than the terms and provisions (including, without limitation, the maturity date, amortization schedule, rates of interest, applicable margins for the rates of interest, fees and original issue discount, if any) of the Closing Date Committed Loans (and the rates of interest and applicable margins for the rates of interest of the Closing Date Committed Loans shall be increased as necessary to ensure that the rates of interest and applicable margins for the rates of interest are identical), and shall also be subject to the execution and delivery of such initial Term Loans) and amendments to this Agreement as Administrative Agent may reasonably require. (iii) On the applicable Incremental Term Loan Effective Date, subject to the terms and conditions of this Agreement, each Lender committing to make the applicable Incremental Term Loan shall share ratably make a portion of the applicable Incremental Term Loan in the right an amount equal to its applicable commitment pertaining thereto. No Lender shall have any obligation to fund any portion of repayment and prepayment with the initial any Incremental Term Loans pursuant Loan required to Section 2.03 and Section 2.05be funded by any other Lender, but not so funded. (fiv) The From and after the applicable Incremental Term Loan A Commitments and Incremental Term Loan A established Effective Date, the Loans made pursuant to this Section 2.13 2.1(d) shall constitute a Term Loan Commitment and a Term Loan Loans under, and shall be entitled to all the benefits afforded by by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any the guarantees and the security interests created by the Loan applicable Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and and/or demonstrate that the Liens and security interests granted by the Loan applicable Collateral Documents continue to be perfected under the Code UCC or otherwise after giving effect to the establishment making of the Incremental Term Loan A Commitments and the Incremental Term Loan A.any such new Loans.

Incremental Term Loan. (a) At any time Subject to the terms and conditions set forth herein, so long as no Default or Event of Default shall have occurred and then be continuing (or would result from the extension of the Incremental Term Loan referred to below) and this Agreement shall be in full force and effect, the Borrower shall have the right, to be exercised not more than once during the period from commencing on the Amendment No. 9 Effective Closing Date until and ending on the date that is the twelve (12) month fourth anniversary of the Amendment No. 9 Effective Closing Date, at to request additional Indebtedness in the option form of an additional term loan hereunder (the Borrowers (but subject to the conditions set forth “Incremental Term Loan”) in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 45,000,000. The following additional terms and conditions shall apply to the Incremental Term Loan: (such increase, i) The Agents and Lenders shall have received a certificate delivered by an Authorized Officer of the “Borrower (A) certifying to the Agents and the Lenders that all conditions set forth in this Section 2.11 and Section 7.01 with respect to the Incremental Term Loan A Commitments”). have been satisfied and (B) attaching thereto reasonably detailed supporting calculations to evidence pro forma compliance with the covenants set forth in Section 10.13 after giving effect to such Incremental Term Loan. (ii) The Administrative Agent shall invite each Incremental Term Loan A Lender (if any) shall (A) have a final maturity date not earlier than the Maturity Date for the Term Loans, (B) have interest rates no higher than the interest rates in effect with respect to increase its the Term Loan A Commitment Facility on the Closing Date, (C) have fees payable in connection therewith no higher than the fees payable with respect to the Term Loans, (D) not have warrants issued in connection therewith with a Warrant Value Ratio in excess of the Warrant Value Ratio of the Warrants issued in connection with the Term Loan, and (E) not amortize. (iii) Except as set forth in clause (i) above, the Incremental Term Loan shall be treated substantially the same as the Term Loans (in each case, including with respect to mandatory and voluntary prepayments, it being understood that no Term Loan A Lender mandatory prepayments shall be obligated applied pro rata to increase its the Term Loan A Commitment) in connection with the proposed Loans and Incremental Term Loan A Commitments, based on the aggregate principal amount of Term Loans and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then outstanding and in accordance with the Term Loan A Commitments shall be increased only by the amount terms of Section 5.02). (iv) The Incremental Term Loan A Commitments agreed to by shall constitute Obligations and rank pari passu in right of payment and security with the Term Loan A Lenders Loans. (if any). v) The aggregate Incremental Term Loan A Commitments shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in an amount each case in accordance with the terms set forth below. (vi) The Borrower shall, upon the request to any Agent by any Lender, at the Borrower’s own expense, execute and deliver such promissory notes as are necessary to reflect such Lender’s pro rata share of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Incremental Term Loan A Commitment be increased pursuant in a form substantially similar to this the Notes. (vii) To the extent the Incremental Term Loan is made, the conditions to all Loans set forth in Section 2.13 on more than one occasion7.02 shall have been satisfied. (b) Each of the following shall be conditions precedent to Participation in the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated offered first to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 existing Lenders, but no such Lender shall have been satisfied prior any obligation whatsoever to the making provide all or any portion of the Incremental Term Loan A; (iii) the proceeds Loan. Each of the then existing Lenders shall have ten (10) Business Days following receipt of a request for an Incremental Term Loan A shall be used solely from the Borrower to fund Permitted Acquisitions; and (iv) notify the Borrowers shall pay Borrower of such Lender’s commitment to make such Incremental Term Loan. In the event that the Borrower has not received commitments from the existing Lenders in an amount equal to the Administrative Agent for the benefit of the Lenders providing the requested Incremental Term Loan Awithin such ten (10) Business Day period, a non-refundable closing fee equal then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the amount of 2.00% of the amount of each Incremental Term Loan A, with Lenders to be joined as parties to this Agreement as Lenders hereunder (each such fee being fully earned and due and payable Lender a “New Lender”) with respect to the Administrative Agent on the date that each portion of such Incremental Term Loan A is madefor which commitments from existing Lenders shall have not been obtained within such ten (10) Business Day period by existing Lenders, provided, that each New Lender shall enter into such joinder agreements to give effect thereto as the Lenders, the Agents and the Borrower reasonably may request. The Borrower, each of the Subsidiary Guarantors, the Agents and each Lender shall execute and deliver such agreements, documents and instruments reasonably requested by the Lenders to effectuate the foregoing. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower This Section 2.11 shall supersede any provision in Section 2.07 and the Term Loan A Lenders agreeing Section 13.01 to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13contrary. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any time during Upon the period from the Second Amendment No. 9 Effective Date until (i) the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only provided by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an aggregate principal amount equal to $50,000,000 (with allocations of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent commitments to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall to be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) determined by the Administrative Agent shall have obtained in consultation with the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”Borrower), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the gross proceeds of the Incremental Term Loan will be utilized to pay a portion of the consideration for the Elite Acquisition and otherwise in a manner consistent with the Credit Agreement and (iii) the Revolving Credit Commitment, the Term A Loans and the Term B Loans (each as defined in the Credit Agreement as amended hereby) of each Lender shall be used solely the amount set forth opposite such Lender’s name on the revised Annex A to fund Permitted Acquisitions; andthe Credit Agreement attached as Exhibit B hereto. The Incremental Term Loan provided hereunder shall be the “Term B Loan” and the “Term B Loan Facility” set forth in the Credit Agreement, as amended by this Agreement. (ivb) the Borrowers shall pay Notwithstanding anything to the Administrative Agent for contrary in the benefit of Existing Credit Agreement, the Lenders providing Credit Agreement or any other Loan Document, each Lender agrees that (i) the Incremental Term Loan A, a non-refundable closing fee equal provided by this Agreement shall each be effective upon the Second Amendment Effective Date immediately prior to the amount of 2.00% effectiveness of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this set forth in Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents1 above, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable conditions to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment effectiveness of the Incremental Term Loan A Commitments and the amendments set forth in Section 1 above are limited to the conditions to the effectiveness of this Agreement on the Second Amendment Effective Date as set forth below and (iii) the Incremental Term Loan A.as provided herein shall constitute an incurrence of Incremental Commitments and Incremental Loans under Section 2.16 of the Existing Credit Agreement or the Credit Agreement (and shall constitute a use of the $50,000,000 basket for Incremental Commitments set forth in proviso (i) to Section 2.16(a) of the Existing Credit Agreement or the Credit Agreement).

Incremental Term Loan. A. The Borrower confirms and agrees that (ai) At any time during it has requested an additional tranche of term loans, to be referred to in the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective DateCredit Agreement as Tranche C Term Loans, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental $850,000,000 from the Tranche C Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 and on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent terms set forth in Section 5.02 shall have been satisfied 2.14(a) of the Credit Agreement, effective on the Second Amendment Effective Date, (ii) on the Second Amendment Effective Date, the Borrower will borrow (and hereby requests funding of) the full amount of Tranche C Term Loans from the Tranche C Term Lenders and (iii) prior to the making of Second Amendment Effective Date, the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay Borrower will deliver to the Administrative Agent for a timely Committed Loan Notice with respect to the benefit Tranche C Term Loan Borrowing. B. Each Tranche C Term Lender agrees that (i) effective on and at all times after the Second Amendment Effective Date, in addition to all Initial Term Loans of such Lender (if any) outstanding prior to the Second Amendment Effective Date, such Tranche C Term Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of the Lenders providing the Incremental Tranche C Term Loan A, a non-refundable closing fee equal to Commitment in the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable set forth on its Lender Addendum delivered to the Administrative Agent on or before the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower Second Amendment Effective Date and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) on the Second Amendment Effective Date such Tranche C Term Lender will fund Tranche C Term Loans in the amount of such Tranche C Term Lender’s Tranche C Term Commitment. On the Second Amendment Effective Date, each Tranche C Term Lender which was not a Lender prior to the Second Amendment Effective Date will become a Lender for all purposes of the Credit Agreement. The obligations of the Tranche C Term Lenders hereunder are in all respects several and not joint. No Tranche C Term Lender is or ever shall be on the same terms as the initial in any respect responsible or liable for any obligation of any other Tranche C Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05Lender or any other Lender. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any The Borrower shall have the right from time during the period to time to borrow from the Amendment No. 9 Effective Date until the date that is the twelve existing Lenders or additional Lenders, one or more incremental term loans hereunder (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) beloweach an “Incremental Term Loan”), the Total Term Loan A Commitments may be increased by in an aggregate principal amount not to exceed $20,000,000 (such increase25,000,000, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent):provided: (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned shall be in a minimum amount of $2,000,000 and due minimum increments of $500,000 in excess thereof; (ii) all fees and payable expenses owed by Borrower to Agent and the Administrative Agent on the date that each Lenders in respect of such Incremental Term Loan A is made.shall have been paid; (ciii) Any Incremental Joinder mayno Lender shall be required to increase its respective Term Commitment; provided, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing prior to the proposed Borrower offering such Incremental Term Loan A Commitmentsto any Person that is not an existing Lender (each of which Person shall constitute an Eligible Assignee and will require the approval of the Agent to the extent required by Section 11.06(b)), the existing Lenders shall be afforded the opportunity to provide such Incremental Term Loan, and each existing Lender shall have the right to participate in any selected Lender’s portion of such Incremental Term Loan to the extent of such Lender’s ratable share of such portion of such Incremental Term Loan (based on its then-existing pro rata share of the Loan); (iv) after giving pro forma effect to the borrowing of such amendments to this Agreement Incremental Term Loan and the other Loan Documents as may be necessary or appropriate to effectuate the provisions use of this Section 2.13. (d) Unless otherwise specifically provided hereinproceeds thereof, (i) all references no Default or Event of Default shall exist and (ii) as of the last day of the most recent Fiscal Month for which financial statements are required to have been delivered pursuant to Section 6.04(b), (or Section 6.04(a)), the Total Net Leverage Ratio (calculated for the most recent trailing twelve Fiscal Month period ending with the Fiscal Month reflected in this Agreement such financial statements) of the Loan Parties and any other Loan Document their Subsidiaries shall not be greater than 3.50 to 1.00; (i) the Term Loan A and Incremental Term Loans shall be deemed, unless rank pari passu in right of payment and of security with the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan DocumentsLoan, (ii) the final maturity date of any such Incremental Term Loan shall be on no earlier than the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right weighted average life to maturity of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The such Incremental Term Loan A Commitments and shall not be shorter than the weighted average life to maturity of the Loan; (vi) the economic terms of such Incremental Term Loan A established pursuant (including the interest rate, upfront fees and original issue discount) will be determined by the Borrower and the lenders providing such Incremental Term Loan, provided that if the Effective Yield applicable to this Section 2.13 shall constitute a such Incremental Term Loan Commitment and a exceeds the corresponding Effective Yield applicable to the Loan or any prior Incremental Term Loan, then the interest rate margin with respect to the Loan or such prior Incremental Term Loan, as the case may be, shall be increased by an amount such that the Effective Yield on the Loan or such prior Incremental Term Loan, as applicable, equals the Effective Yield with respect to such Incremental Term Loan; (vii) no Incremental Term Loan underor any portion thereof shall cause any portion of the Obligations to constitute “Excess Term Obligations” (as defined in the Intercreditor Agreement) or otherwise violate the terms of the Intercreditor Agreement; (viii) except as otherwise provided above or agreed by the Required Lenders, and such Incremental Term Loan shall be entitled to all on terms (including, but not limited to, security, priority and prepayments) consistent with the benefits afforded by Loan. Each of the parties hereto hereby agrees that, upon the effectiveness of the Incremental Term Loan, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect deemed amended to the establishment extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan A Commitments evidenced thereby and the Agent, the Borrower and the Lenders providing such Incremental Term Loan A.may revise this Agreement to evidence such amendments. Notwithstanding the foregoing, no Incremental Term Loan shall become effective under this Section 2.01(b) unless on the date of such effectiveness, the conditions set forth in Section 4.02 shall be satisfied or duly waived.

Incremental Term Loan. (a) At any time during prior to the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month one year anniversary of the Amendment No. 9 Effective Closing Date, at the option of the Borrowers (but subject Borrower may by written notice to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender elect to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with request the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount establishment of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A incremental term loan commitment (the “Incremental Term Loan ACommitments”), by an amount not in excess of $50,000,000. During such period the Borrower may make only one such request. Such notice shall specify the date (the “Increased Amount Date”) in connection therewith (it being understood on which the Borrower proposes that no the Incremental Term Loan A Lender Commitments shall be obligated effective, which shall be (x) a date not less than ten (10) Business Days after the date on which such notice is delivered to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained and (y) in any event, on or prior to the commitment one year anniversary of one the Closing Date. Upon receipt of such notice, the Administrative Agent may, in its reasonable discretion, in consultation with the Borrower, or more Term Loan A Lenders the Borrower may, arrange a syndicate of lenders to provide the Incremental Term Loan A Commitments and Loans (as defined below), which syndicate shall consist of existing Lenders or any such other Persons that are Eligible Assignees (each, a “Incremental Term Loan A Lenders, each Lender”) to whom the Borrower proposes any portion of such Incremental Term Loan Party Commitments be allocated and each the amounts of such allocations; provided that (A) the Administrative Agent shall have signed and/or the Borrower must first offer the Incremental Term Loan Commitments to the existing Lenders and (B) any Lender approached to provide all or a joinder agreement to this Agreement (an “portion of the Incremental Joinder”)Term Loan Commitments may elect or decline, in form and substance reasonably satisfactory its sole discretion, to provide an Incremental Term Loan Commitment. Any such Incremental Term Loan Commitment that may be made available to the Agents; Borrower shall become effective, as of such Increased Amount Date; provided that (i) no Potential Event of Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Term Loan Commitments; (ii) each of the conditions precedent set forth in Section 5.02 3.2 shall be satisfied or waived; (iii) the Incremental Term Loan Lenders have committed in writing to provide the amounts of such Incremental Term Loan Commitment and the Administrative Agent shall have been satisfied prior consented in writing to such Incremental Term Loan Commitment; (iv) the Borrower Group shall be in pro forma compliance with each of the covenants set forth in Section 6.6, calculated based on the most recent quarterly Financial Statements delivered to the making Administrative Agent pursuant to Section 5.1 after giving effect to such Incremental Term Loan Commitments; (v) the Incremental Term Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower, the Guarantors, the Administrative Agent and each Incremental Term Loan Lender, and each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.7.B; (vi) the Borrower shall make any payments required pursuant to Section 2.6.D in connection with the Incremental Term Loan Commitments; and (vii) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, on the Increased Amount Date on which the Incremental Term Loan Commitments are effective, (1) each Incremental Term Loan Lender severally agrees to advance a term loan (a “Incremental Term Loan”) to the Borrower in an aggregate amount not exceeding its Pro Rata Share of the Incremental Term Loan A; Commitments and (iii2) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitments and the Incremental Term Loans made pursuant thereto. Concurrently with the funding of the Incremental Term Loan, the Incremental Term Loan Commitments shall terminate and no advances of the Incremental Term Loan will be available to the Borrower after the Increased Amount Date. Notwithstanding the foregoing, no Incremental Term Loans shall be made until the earliest to occur of (x) the date on which all of Delayed Draw Term Loan has been fully funded or (y) the date on which all of the Delayed Draw Term Loan Commitments terminate or expire pursuant to Section 2.5 or Section 7.16. Proceeds of the Incremental Term Loans borrowed under this Section 2.9 and subsequently repaid or prepaid may not be reborrowed. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of the Increased Amount Date and, in respect thereof, the Incremental Term Loan Commitments and the Incremental Term Loan Lenders, as applicable. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments shall be set forth in an amendment to this Agreement and/or the Joinder Agreement, which shall not require the consent of the Required Lenders; provided that (1) the weighted average life to maturity of all Incremental Term Loans shall be no shorter than the weighted average life to maturity of the Revolving Loans, Term Loan A and Delayed Draw Term Loan, (2) the Incremental Term Loan Maturity Date shall be no shorter than the latest final maturity of the Revolving Loans, Term Loan A and Delayed Draw Term Loan, (3) if the interest rate applicable to the outstanding principal amount of any Incremental Term Loan (a “More Favorable Rate”) shall be higher than the interest rate applicable to any other Incremental Term Loan or Term Loan (as the case may be), such More Favorable Rate (x) shall be the interest rate for all Incremental Term Loans and (y) shall be deemed incorporated in any applicable amendment to this Agreement and/or Joinder Agreement, as if set forth fully therein, mutatis mutandis, effective as of the date when such More Favorable Rate became effective, (4) the proceeds of the Incremental Term Loan A Loans shall be used solely to fund only in connection with a Permitted Acquisitions; and Purpose, (iv5) the Borrowers shall pay to the Administrative Agent for the benefit all other terms of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal Loans shall be substantially similar to the amount terms of 2.00% of Term Loan A and (6) the amount of each Effective Margin for any Incremental Term Loan A, with each such fee being fully earned and due and payable to shall not be higher than the Administrative Agent on the date that each such Effective Margin for any other Incremental Term Loan A is made. or Term Loan (c) Any Incremental as the case may be). Each Joinder Agreement may, with without the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitmentsany other Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate appropriate, in the opinion of the Administrative Agent, to effectuate effect the provisions provision of this Section 2.132.9. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion.its (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): ): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; ; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; ; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. . (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05.Term (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.A. ARTICLE III [INTENTIONALLY OMITTED] ARTICLE IV APPLICATION OF PAYMENTS; DEFAULTING LENDERS; JOINT AND SEVERAL LIABILITY OF BORROWERS Section 4.01

Incremental Term Loan. A. The Borrower confirms and agrees that (ai) At any time during it has requested an additional tranche of term loans, to be referred to in the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective DateCredit Agreement as Tranche F Term Loans, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental $450,000,000 from the Tranche F Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 and on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent terms set forth in Section 5.02 shall have been satisfied 2.14(a) of the Credit Agreement, effective on the First Amendment Effective Date, (ii) on the First Amendment Effective Date, the Borrower will borrow (and hereby requests funding of) the full amount of Tranche F Term Loans from the Tranche F Term Lenders and (iii) prior to the making of First Amendment Effective Date, the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay Borrower will deliver to the Administrative Agent for a timely Committed Loan Notice with respect to the benefit of the Lenders providing the Incremental Tranche F Term Loan ABorrowing. NY\3675929 B. Each Tranche F Term Lender agrees that (i) effective on and at all times after the First Amendment Effective Date, a non-refundable closing fee equal in addition to all Initial Term Loans, Extended Initial Term Loans, Restatement Revolving Credit Loans and Tranche E Term Loans of such Lender (if any) outstanding prior to the amount First Amendment Effective Date, such Tranche F Term Lender will be bound by all obligations of 2.00% a Lender under the Amended Credit Agreement in respect of its Tranche F Term Commitment and in the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable set forth on its Lender Addendum delivered to the Administrative Agent on or before the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower First Amendment Effective Date and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) on the First Amendment Effective Date such Tranche F Term Lender will fund Tranche F Term Loans in the amount of such Tranche F Term Lender’s Tranche F Term Commitment. On the First Amendment Effective Date, (A) each Tranche F Term Lender which was not a Lender prior to the First Amendment Effective Date will become a Lender for all purposes of the Amended Credit Agreement and (B)(i) at the option of any Initial Term Lender, the lesser of their pro rata amount of existing Initial Term Loans that will be repaid on the First Amendment Effective Date or the amount of Tranche F Term Loans allocated to it by Barclays in its capacity as a joint lead arranger under the Amendment, shall be converted to, and remain outstanding on and after the same terms as the initial Term Loans (includingFirst Amendment Effective Date as, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Tranche F Term Loans, which shall be deemed to be made and exist pursuant to, and under the Amended Agreement (as defined below) and (iiiii) shall share ratably in the right of repayment and prepayment with the initial any remaining Initial Term Loans pursuant to Section 2.03 made by such Lender under the Credit Agreement shall remain outstanding on and Section 2.05. (f) after the First Amendment Effective Date under the Amended Agreement as Initial Term Loans originally made on the Closing Date. The Incremental obligations of the Tranche F Term Loan A Commitments Lenders hereunder are in all respects several and Incremental not joint. No Tranche F Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and Lender is or ever shall be entitled to all the benefits afforded by this Agreement and the in any respect responsible or liable for any obligation of any other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from Tranche F Term Lender or any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.other Lender.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)herein, the Total Borrower shall have the right, at any time and from time to time (but not to exceed three (3) increases in the aggregate) prior to the Term Loan A Commitments may be increased Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loan Committed Amount (each an “Incremental Term Facility”) by an aggregate amount not of up to exceed $20,000,000 (such increase, the “50,000,000. The following terms and conditions shall apply to each Incremental Term Loan A CommitmentsFacility: (i) the loans made under any such Incremental Term Facility (each an “Additional Term Loan”). The Administrative Agent ) shall invite each constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the interest rate margin applicable to such Incremental Term Loan A Lender Facility (taking into account upfront fees payable to increase its the Lenders making such Incremental Term Loan A Commitment Facility) may be higher than the then-current interest rate margin on the Term Loans, but by no more than 0.25% (it being understood that no the existing Term Loan A Lender shall pricing will be obligated increased and/or additional fees will be paid to increase its existing Term Loan A CommitmentLenders to the extent necessary to satisfy such requirement), (iii) in connection with the proposed any such Incremental Term Loan A CommitmentsFacility shall have a maturity date no sooner than, and if sufficient Lenders do not agree a weighted average life to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitmentsmaturity no shorter than, then the Term Loan A Commitments Maturity Date and the weighted average life to maturity of the Term Loans, respectively, (iv) any such Incremental Term Facility shall be increased only by entitled to the amount same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (v) any such Incremental Term Loan A Commitments agreed to by Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the Term Loan A Lenders terms set forth below, (if any). The aggregate vi) any such Incremental Term Loan A Commitments Facility shall be in an a minimum principal amount of at least $5,000,000 10,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. In no event may , (vii) the Total proceeds of any Additional Term Loan A Commitment will be increased pursuant to this used for the purposes set forth in Section 2.13 on more than one occasion. 3.11, (bviii) Each the Borrower shall execute a Term Note in favor of the following shall be conditions precedent to the Incremental any new Lender or any existing Lender requesting a Term Note whose Term Loan A Commitments and Committed Amount is increased, (ix) the making conditions to Extensions of the additional portion of the Term Loan A Credit in Section 4.2 shall have been satisfied, (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (ix) the Administrative Agent shall have obtained received an opinion or opinions (including, if reasonably requested by the commitment Administrative Agent, local counsel opinions) of one or more Term Loan A Lenders counsel for the Credit Parties, addressed to provide the Incremental Term Loan A Commitments Administrative Agent and any such Term Loan A the Lenders, each Loan Party in form and each substance acceptable to the Administrative Agent, and (xi) the Administrative Agent shall have signed a joinder agreement to this Agreement (received from the Borrower updated financial projections and an “Incremental Joinder”)officer’s certificate, in each case in form and substance reasonably satisfactory to the Agents; (ii) each of Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the conditions precedent Borrower will be in compliance with the financial covenants set forth in Section 5.02 5.9, the Consolidated Leverage Ratio after giving effect to such Incremental Term Facility shall be less than 4.25 to 1.0 and no Default or Event of Default shall exist. Participation in the Incremental Term Facility shall be offered first to each of the existing Lenders, but each such Lender shall have been satisfied prior no obligation to the making provide all or any portion of the Incremental Term Loan A; (iii) Facility. If the proceeds amount of the Incremental Term Loan A Facility requested by the Borrower shall be used solely exceed the commitments which the existing Lenders are willing to fund Permitted Acquisitions; and (iv) provide with respect to such Incremental Term Facility, then the Borrowers shall pay 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 benefit portion of the Lenders providing the such Incremental Term Loan AFacility not taken by existing Lenders, a non-refundable closing fee equal provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to give effect thereto as the Administrative Agent may reasonably request. The Administrative Agent is authorized to enter into, on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent behalf of the AgentsLenders, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments any amendment to this Credit Agreement and the or any other Loan Documents Credit Document as may be necessary or appropriate to effectuate incorporate the provisions terms of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the new Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13Facility therein. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. A. The Borrower confirms and agrees that (ai) At any time during it has requested an additional tranche of term loans, to be referred to in the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective DateCredit Agreement as Tranche D Term Loans, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental $442,300,000 from the Tranche D Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 and on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent terms set forth in Section 5.02 shall have been satisfied 2.14(a) of the Credit Agreement, effective on the Fourth Amendment Effective Date, (ii) on the Fourth Amendment Effective Date, the Borrower will borrow (and hereby requests funding of) the full amount of Tranche D Term Loans from the Tranche D Term Lenders and (iii) prior to the making of Fourth Amendment Effective Date, the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay Borrower will deliver to the Administrative Agent for a timely Committed Loan Notice with respect to the benefit Tranche D Term Loan Borrowing. B. Each Tranche D Term Lender agrees that (i) effective on and at all times after the Fourth Amendment Effective Date, in addition to all Initial Term Loans and Tranche C Term Loans of such Lender (if any) outstanding prior to the Fourth Amendment Effective Date, such Tranche D Term Lender will be bound by all obligations of a Lender under the Credit Agreement in respect of the Lenders providing the Incremental Tranche D Term Loan A, a non-refundable closing fee equal to Commitment in the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable set forth on its Lender Addendum delivered to the Administrative Agent on or before the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower Fourth Amendment Effective Date and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) on the Fourth Amendment Effective Date such Tranche D Term Lender will fund Tranche D Term Loans in the amount of such Tranche D Term Lender’s Tranche D Term Commitment. On the Fourth Amendment Effective Date, each Tranche D Term Lender which was not a Lender prior to the Fourth Amendment Effective Date will become a Lender for all purposes of the Credit Agreement. The obligations of the Tranche D Term Lenders hereunder are in all respects several and not joint. No Tranche D Term Lender is or ever shall be on the same terms as the initial in any respect responsible or liable for any obligation of any other Tranche D Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05Lender or any other Lender. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.

Incremental Term Loan. By written notice sent to the Administrative Agent, the Borrower may at any time and from time to time after the earlier of the Acquisition Funding Date and the Commitment Termination Date request to add one or more tranches of term loans (the “Incremental Term Loans” and, together with the Limited Condition Transaction Revolving Commitments and Revolving Commitment Increases, the “Incremental Extensions of Credit”) by an aggregate amount equal to any integral multiple of $5,000,000 on terms and conditions agreed to by the Borrower, the Administrative Agent and each additional bank, financial institution, existing Lender or other Person that elects to provide such Incremental Term Loans, each as approved by the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of Term Loans to such Person, the Administrative Agent); provided that at the time of each such request and upon the effectiveness of each Incremental Facility Amendment, (i) no Default shall have occurred and be continuing or shall result therefrom and (ii) the sum of, without duplication (A) the total amount of all Commitments and Limited Condition Transaction Revolving Commitments (in each case, after giving effect to any increase or effectiveness of Incremental Facility Amendment pursuant to clause (a) At preceding), plus (B) the initial principal amount of all Term Loans (including the Tranche A Term Loans and any time during Incremental Term Loans) after giving effect to the period from incurrence of such Incremental Term Loans, and in each case giving effect to any repayment or refinancing (or replacement of Commitments) to occur in connection therewith, shall not exceed Incremental Amount; provided, further that notwithstanding the Amendment No. 9 Effective Date until foregoing or anything to the date that is contrary herein, if the twelve (12) month anniversary proceeds of the Amendment No. 9 Effective Datesuch Incremental Term Loans will be used to finance a Limited Condition Transaction, at the option of Borrower’s option, the Borrowers (but subject to the conditions condition set forth in clause (bi) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender above shall be obligated to increase its Term Loan A Commitment) in connection with tested at the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with time a definitive agreement for such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent Limited Condition Transaction has been entered into unless otherwise set forth in Section 5.02 shall have been satisfied prior to the making of the applicable Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) Facility Amendment. The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) Loans (i) shall be Term Loans under this Agreement rank pari passu in right of payment in respect of the Revolving Commitments and the other Loan DocumentsTranche A Term Loans, (ii) for purposes of prepayments, shall be on treated substantially the same as (and in any event no more favorably than) the Tranche A Term Loans and (iii) other than amortization, pricing, fees or maturity date, shall have the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Tranche A Term Loans; provided (A) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The that any Incremental Term Loan shall not have a final maturity date earlier than the Tranche A Commitments Term Maturity Date, and (B) any Incremental Term Loan A established pursuant to this Section 2.13 shall constitute not have a Term Loan Commitment and a Term Loan under, and shall be entitled to all weighted average life that is shorter than the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment weighted average life of the Incremental then-remaining Tranche A Term Loan A Commitments and the Incremental Term Loan A.Loans.

Incremental Term Loan. Loan Parties and any one or more Lenders (aincluding any Person not previously a Lender hereunder who executes and delivers an Assignment and Acceptance) At any time during may agree that such Lenders shall make an additional term loan facility available to Borrower, for the period from benefit of Loan Parties, under this Subsection 1.1(F) (the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total “Incremental Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increaseFacility”; the commitment thereunder, the “Incremental Term Loan A CommitmentsCommitment” and the loans thereunder, the “Incremental Term Loans”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments Facility shall be increased only documented by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement supplement to this Agreement (an “Incremental Joinder”)signed by Loan Parties, in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of and the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to Commitment. Notwithstanding the foregoing: (i) the aggregate principal amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to Facility shall not exceed $75,000,000; (ii) the Administrative Agent on average life of the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with Facility shall not be less than the consent average life of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to B Facility, determined as of the proposed initial funding date for the Incremental Term Loan A CommitmentsFacility; (iii) the applicable interest rate margins for the Incremental Term Loan Facility shall not exceed by more than 0.50% the applicable interest rate margins for the Term Loan B Facility, effect such amendments to this Agreement determined as of the initial funding date for the Incremental Term Loan Facility; (iv) the Incremental Term Loan Facility shall not contain covenants or events of default other than the covenants and the other Loan Documents as may be necessary or appropriate to effectuate the provisions Events of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references Default set forth in this Agreement and any other Loan Document applicable to the Term Loan A all Loans; and Term Loans (v) no Default or Event of Default shall have occurred and be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant continuing or result after giving effect to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Facility and the borrowings contemplated thereunder, and Loan A (and all interest, fees and other amounts payable thereon) (i) Parties shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment pro forma compliance with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 financial covenants contained in Article 4. Lenders shall constitute a Term Loan Commitment and a Term Loan underhave no obligation, and shall be entitled have no right, to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of participate in the Incremental Term Loan A Commitments and the Incremental Term Loan A.Commitment.

Incremental Term Loan. (a) At any time during to the period from Borrowers on the Amendment No. 9 1 Effective Date until in the date that is the twelve (12) month anniversary amount of the Amendment No. 9 Effective Date1 Incremental Term Commitment of such Lender, at the option of the Borrowers (but subject to the conditions set forth in clause (bC) below), the Total each Term Lender having a 2024-A Delayed Draw Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make, from time to time during the 2024-A Commitments may be increased by an aggregate amount not to exceed $20,000,000 Delayed Draw Term Loan Availability Period, one or more term loans (such increasecollectively, the “Incremental 2024-A Delayed Draw Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan ALoan”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for Borrower upon its request from time to time in accordance with the benefit terms of this Agreement, in an aggregate principal amount up to such Term Lender’s then-applicable Pro Rata Share of the Lenders providing the Incremental aggregate unfunded 2024-A Delayed Draw Term Loan A, a non-refundable closing fee equal to Commitment then outstanding; provided that the principal amount of 2.00% any 2024-A Delayed Draw Term Loan to be advanced by a Term Lender on a specified date shall not exceed such Term Lender’s remaining unfunded 2024-A Delayed Draw Term Loan Commitment outstanding as of such date (immediately prior to giving effect to such requested advance); provided, further, that the minimum principal amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan any advance of 2024-A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Delayed Draw Term Loans shall be deemed$15,000,000 (or, unless if less, the context otherwise requires, to include remaining unfunded principal amount of the Incremental aggregate 2024-A Delayed Draw Term Loan A made pursuant to Commitment), and the Incremental Term Loan A Commitments pursuant to Administrative Borrower shall not request more than three (3) separate advances under this Section 2.13. (e) The Incremental Term Loan A (and all interest2.01(a)(x)(C), fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iiiD) shall share ratably in the right of repayment and prepayment with the initial each Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute Lender having a 2024-B Delayed Draw Term Loan Commitment agrees (severally, not jointly or jointly and severally) to make, from time to time during the 2024-B Delayed Draw Term Loan Availability Period, one or more term loans (collectively, the “2024-B Delayed Draw Term Loan”) to the Administrative Borrower upon its request from time to time in accordance with the terms of this Agreement, in an aggregate principal amount up to such Term Lender’s then-applicable Pro Rata Share of the aggregate unfunded 2024-B Delayed Draw Term Loan Commitment then outstanding; provided that the principal amount of any 2024-B Delayed Draw Term Loan to be advanced by a Term Lender on a specified date shall not exceed such Term Lender’s remaining unfunded 2024-B Delayed Draw Term Loan under, and shall be entitled Commitment outstanding as of such date (immediately prior to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to such requested advance); provided, further, that the establishment minimum principal amount of any advance of 2024-B Delayed Draw Term Loans shall be $15,000,000 (or, if less, the remaining unfunded principal amount of the Incremental aggregate 2024-B Delayed Draw Term Loan A Commitments Commitment), and the Incremental Term Loan A.Administrative Borrower shall not request more than three (3) separate advances under this Section 2.01(a)(x)(D).

Incremental Term Loan. Subject to the terms and conditions set forth herein (a) At any time including Section 6.02), the Borrower may, during the period from Incremental Term Loan Availability ​ Period, request an additional term loan (the Amendment No“Incremental Term Loan”) pursuant to a Borrowing Request in accordance with Section 2.03. 9 Effective In the event one or more Incremental Lenders join this Agreement in accordance with the terms hereof, each Incremental Lender (severally and not jointly) shall make the requested Incremental Term Loan to the Borrower on the Incremental Term Loan Closing Date until in an amount equal to such Incremental Lender’s Incremental Term Loan Commitment by making immediately available funds available to the date that is Administrative Agent’s designated account, not later than the twelve time specified by the Administrative Agent on the Incremental Term Loan Closing Date. For the avoidance of doubt, (12i) month anniversary no consent of any Lender (other than the applicable Incremental Lender) shall be required to allocate the Incremental Term Loan Commitment to each Incremental Lender on the Incremental Term Loan Closing Date, (ii) no Initial Term Loan Lender shall have any obligation or commitment to make an Incremental Term Loan or hold any portion of the Amendment No. 9 Effective DateIncremental Term Loan Commitment, at in either case, without such Initial Term Loan Lender’s prior written consent in accordance with Section 12.02(b) and (iii) the option of the Borrowers (but subject to Incremental Term Loan Commitment shall not be effective under this Section 2.01(b) unless the conditions set forth in clause (b) below), the Total Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increase, the “Incremental Term Loan A Commitments”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender Section 6.02 shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments shall be increased only by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one satisfied or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement to this Agreement (an “Incremental Joinder”), in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent waived as set forth therein. Amounts repaid or prepaid in Section 5.02 shall have been satisfied prior to the making respect of the Incremental Term Loan A; (iii) may not be reborrowed. Each Incremental Lender’s Incremental Term Loan Commitment shall automatically and without notice be reduced to zero immediately after the proceeds funding of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing on the Incremental Term Loan AClosing Date. For the avoidance of doubt, a non-refundable closing fee equal to at no time shall the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate to effectuate the provisions of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be aggregate outstanding Term Loans under this Agreement and exceed the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Maximum Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.Amount.

Incremental Term Loan. Loan Parties and any one or more Lenders (aincluding any Person not previously a Lender hereunder who executes and delivers a Lender Addition Agreement) At any time during may agree that such Lenders shall make an additional term loan facility available to Borrower, for the period from benefit of Loan Parties, under this Subsection 1.1(F) (the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject to the conditions set forth in clause (b) below), the Total “Incremental Term Loan A Commitments may be increased by an aggregate amount not to exceed $20,000,000 (such increaseFacility”; the commitment thereunder, the “Incremental Term Loan A CommitmentsCommitment” and the loans thereunder, the “Incremental Term Loans”). The Administrative Agent shall invite each Term Loan A Lender to increase its Term Loan A Commitment (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment) in connection with the proposed Incremental Term Loan A Commitments, and if sufficient Lenders do not agree to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitments, then the Term Loan A Commitments Facility shall be increased only documented by the amount of Incremental Term Loan A Commitments agreed to by the Term Loan A Lenders (if any). The aggregate Incremental Term Loan A Commitments shall be in an amount of at least $5,000,000 and integral multiples of $5,000,000 in excess thereof. In no event may the Total Term Loan A Commitment be increased pursuant to this Section 2.13 on more than one occasion. (b) Each of the following shall be conditions precedent to the Incremental Term Loan A Commitments and the making of the additional portion of the Term Loan A (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (i) the Administrative Agent shall have obtained the commitment of one or more Term Loan A Lenders to provide the Incremental Term Loan A Commitments and any such Term Loan A Lenders, each Loan Party and each Agent shall have signed a joinder agreement supplement to this Agreement (an “Incremental Joinder”)signed by Loan Parties, in form and substance reasonably satisfactory to the Agents; (ii) each of the conditions precedent set forth in Section 5.02 shall have been satisfied prior to the making of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of and the Lenders providing the Incremental Term Loan A, a non-refundable closing fee equal to Commitment. Notwithstanding the foregoing: (i) the aggregate principal amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to Facility shall not exceed $75,000,000; (ii) the Administrative Agent on average life of the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with Facility shall not be less than the consent average life of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to B Facility, determined as of the proposed initial funding date for the Incremental Term Loan A CommitmentsFacility; (iii) the applicable interest rate margins for the Incremental Term Loan Facility shall not exceed by more than 0.50% the applicable interest rate margins for the Term Loan B Facility, effect such amendments to this Agreement determined as of the initial funding date for the Incremental Term Loan Facility; (iv) the Incremental Term Loan Facility shall not contain covenants or events of default other than the covenants and the other Loan Documents as may be necessary or appropriate to effectuate the provisions Events of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references Default set forth in this Agreement and any other Loan Document applicable to the Term Loan A all Loans; and Term Loans (v) no Default or Event of Default shall have occurred and be deemed, unless the context otherwise requires, to include the Incremental Term Loan A made pursuant continuing or result after giving effect to the Incremental Term Loan A Commitments pursuant to this Section 2.13. (e) The Incremental Term Facility and the borrowings contemplated thereunder, and Loan A (and all interest, fees and other amounts payable thereon) (i) Parties shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment pro forma compliance with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 financial covenants contained in Article 4. Lenders shall constitute a Term Loan Commitment and a Term Loan underhave no obligation, and shall be entitled have no right, to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of participate in the Incremental Term Loan A Commitments and the Incremental Term Loan A.Commitment.

Incremental Term Loan. (a) At any time during the period from the Amendment No. 9 Effective Date until the date that is the twelve (12) month anniversary of the Amendment No. 9 Effective Date, at the option of the Borrowers (but subject Subject to the terms and conditions set forth in clause (b) below)herein, the Total Borrower shall have the right, at any time and from time to time (but not to exceed two (2) increases in the aggregate) prior to the Term Loan A Commitments may be increased Maturity Date, to incur additional Indebtedness under this Credit Agreement in the form of an increase to the Term Loan Committed Amount (each an "Incremental Term Facility") by an aggregate amount not of up to exceed SEVENTY-FIVE MILLION DOLLARS ($20,000,000 (such increase, the “Incremental Term Loan A Commitments”75,000,000). The Administrative Agent following terms and conditions shall invite apply to each Incremental Term Loan A Lender Facility: (i) the loans made under any such Incremental Term Facility (each an "Additional Term Loan") shall constitute Credit Party Obligations and will be secured and guaranteed with the other Credit Party Obligations on a pari passu basis, (ii) the yield on such Incremental Term Facility (taking into account upfront fees payable to increase its the Lenders making such Incremental Term Loan A Commitment Facility) may be higher than the then-current interest rate margin on the Term Loans, but by no more than 0.50% (it being understood that no the existing Term Loan A Lender shall pricing will be obligated increased and/or additional fees will be paid to increase its existing Term Loan A CommitmentLenders to the extent necessary to satisfy such requirement), (iii) in connection with the proposed any such Incremental Term Loan A CommitmentsFacility shall have a maturity date no sooner than, and if sufficient Lenders do not agree a weighted average life to increase their Term Loan A Commitments in connection with such proposed Incremental Term Loan A Commitmentsmaturity no shorter than, then the Term Loan A Commitments Maturity Date and the weighted average life to maturity of the Term Loans, respectively, (iv) any such Incremental Term Facility shall be increased only by entitled to the amount same voting rights as the existing Term Loans and shall be entitled to receive proceeds of prepayments on the same basis as the existing Term Loans, (v) any such Incremental Term Loan A Commitments agreed to by Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the Term Loan A Lenders terms set forth below, (if any). The aggregate vi) any such Incremental Term Loan A Commitments Facility shall be in an a minimum principal amount of at least $5,000,000 20,000,000 and integral multiples of $5,000,000 1,000,000 in excess thereof. In no event may , (vii) the Total proceeds of any Additional Term Loan A Commitment will be increased pursuant to this used for the purposes set forth in Section 2.13 on more than one occasion. 3.11, (bviii) Each the Borrower shall execute a Term Note in favor of the following shall be conditions precedent to the Incremental any new Lender or any existing Lender requesting a Term Note whose Term Loan A Commitments and Committed Amount is increased, (ix) the making conditions to Extensions of the additional portion of the Term Loan A Credit in Section 4.2 shall have been satisfied, (the “Incremental Term Loan A”) in connection therewith (it being understood that no Term Loan A Lender shall be obligated to increase its Term Loan A Commitment notwithstanding the satisfaction of the following conditions precedent): (ix) the Administrative Agent shall have obtained received an opinion or opinions (including, if reasonably requested by the commitment Administrative Agent, local counsel opinions) of one or more Term Loan A Lenders counsel for the Credit Parties, addressed to provide the Incremental Term Loan A Commitments Administrative Agent and any such Term Loan A the Lenders, each Loan Party in form and each substance reasonably acceptable to the Administrative Agent, and (xi) the Administrative Agent shall have signed a joinder agreement to this Agreement (received from the Borrower updated financial projections and an “Incremental Joinder”)officer's certificate, in each case in form and substance reasonably satisfactory to the Agents; (ii) each of Administrative Agent, demonstrating that, after giving effect to any such Incremental Term Facility on a Pro Forma Basis, the conditions precedent Borrower will be in compliance with the financial covenants set forth in Section 5.02 shall have been satisfied prior 5.9 notwithstanding whether the Consolidated Leverage Ratio is otherwise required to the making be calculated pursuant to Section 5.9 at such time. The Administrative Agent is authorized to enter into, on behalf of the Incremental Term Loan A; (iii) the proceeds of the Incremental Term Loan A shall be used solely to fund Permitted Acquisitions; and (iv) the Borrowers shall pay to the Administrative Agent for the benefit of the Lenders providing the Incremental Term Loan ALenders, a non-refundable closing fee equal to the amount of 2.00% of the amount of each Incremental Term Loan A, with each such fee being fully earned and due and payable to the Administrative Agent on the date that each such Incremental Term Loan A is made. (c) Any Incremental Joinder may, with the consent of the Agents, the Administrative Borrower and the Term Loan A Lenders agreeing to the proposed Incremental Term Loan A Commitments, effect such amendments any amendment to this Credit Agreement and the or any other Loan Documents Credit Document as may be necessary or appropriate to effectuate incorporate the provisions terms of this Section 2.13. (d) Unless otherwise specifically provided herein, (i) all references in this Agreement and any other Loan Document to the Term Loan A and Term Loans shall be deemed, unless the context otherwise requires, to include the new Incremental Term Loan A made pursuant to the Incremental Term Loan A Commitments pursuant to this Section 2.13Facility therein. (e) The Incremental Term Loan A (and all interest, fees and other amounts payable thereon) (i) shall be Term Loans under this Agreement and the other Loan Documents, (ii) shall be on the same terms as the initial Term Loans (including, without limitation, the Applicable Margin, Applicable Premium and Final Maturity Date applicable to such initial Term Loans) and (iii) shall share ratably in the right of repayment and prepayment with the initial Term Loans pursuant to Section 2.03 and Section 2.05. (f) The Incremental Term Loan A Commitments and Incremental Term Loan A established pursuant to this Section 2.13 shall constitute a Term Loan Commitment and a Term Loan under, and shall be entitled to all the benefits afforded by this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and the security interests created by the Loan Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and demonstrate that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving effect to the establishment of the Incremental Term Loan A Commitments and the Incremental Term Loan A.