Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent from time to time request Incremental Term Loans in an aggregate amount not to exceed the Incremental Amount from one or more Incremental Term Lenders (whereupon which may include any existing Lender, it being understood that no existing Lender shall be required to provide any Incremental Term Loans) willing to provide such Incremental Term Loans, as the case may be, in their own discretion; provided, that each Incremental Term Lender, if not already a Lender hereunder (unless such Lender is the Sponsor or an Affiliate thereof), shall be subject to the approval of the Administrative Agent (which approval shall not be unreasonably withheld). Such notice shall set forth (i) the amount of the Incremental Term Loans being requested (which shall be (1) in minimum increments of $10,000,000, or (2) equal to the remaining Incremental Amount), (ii) the date, which shall be a Business Day, on which such Incremental Term Loans are requested to be made to become effective (the “Increased Amount Date”) pursuant to an Incremental Facility Activation Notice, (iii) whether such Incremental Term Loans are to be loans on the same terms as the outstanding Term Loans or loans with terms different from the outstanding Term Loans, (iv) the use of proceeds for such Incremental Term Loan and (v) pro forma financial statements demonstrating (A) compliance on a pro forma basis with the financial covenant contained in Section 7.1(b) and (B) that the Consolidated Leverage Ratio is not greater than the Incurrence Ratio, in each case, after giving effect to such Incremental Term Loan and the application of the proceeds therefrom (including by giving pro forma effect to any Permitted Acquisition financed thereby) as if made and applied on the date of the most-recent financial statements of the Borrower delivered pursuant to Section 6.1. (b) The Borrower and each Incremental Term Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall promptly deliver a copy reasonably specify to each evidence the Incremental Term Loans of such Incremental Term Lender. Each Incremental Assumption Agreement shall specify the terms of the Lenders), request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”)Loans to be made thereunder; provided that (i) the aggregate amount maturity date of such any Incremental FacilitiesTerm Loan shall be no earlier than June 1, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,0002016, (ii) the final stated weighted average life to maturity date of such tranche of any Incremental Facilities Term Loan shall not be earlier no shorter than the Maturity Date in effect at average life to maturity of the time such Incremental Facilities are entered intoexisting Term Facility, (iii) if the total yield (calculated for both the Incremental Term Loans and the Term Loans, including the upfront fees, any interest rate floors and any OID (as defined below but excluding any arrangement, underwriting or similar fee paid by the Borrower)) in respect of any Incremental Term Loans exceeds the total yield for the existing Term Loans (it being understood that any such tranche increase may take the form of original issue discount (“OID”), with OID being equated to the interest rates in a manner determined by the Administrative Agent based on an assumed four-year life to maturity), the Applicable Margin for the Term Loans shall be increased so that the total yield in respect of such Incremental Facilities shall rank pari passu in right of payment with Term Loans is no higher than the Revolving total yield for the existing Term Loans, (iv) such the Incremental Facilities shall not beTerm Loans will rank pari passu with in right of payment and security with the Loans, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing proceeds for such Incremental Facilities Term Loan shall not be used to repurchase any subordinated Indebtedness and (includingvi) the other terms of the Incremental Term Loans, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a wholeto the extent not consistent with those of the Term Loans, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent shall promptly notify each Lender as to enter into such the effectiveness of each Incremental AmendmentsAssumption Agreement. The Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment Assumption Agreement, this Agreement shall be subject amended to the satisfaction extent (but only to the extent) necessary to reflect the existence and terms of the conditions as Incremental Term Loans evidenced thereby. Any such deemed amendment may be memorialized in writing by the parties thereto shall agree and, in Administrative Agent with the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the Borrower’s consent (not to be unreasonably withheld or delayedwithheld) of and furnished to the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeother parties hereto. (c) The entry into any Notwithstanding the foregoing, no Incremental Facilities hereunder shall require and shall Term Loan may be deemed to be a representation and warranty by each Borrower made under this Section 2.24 unless (i) on the date on which such Incremental Facilities are entered into that Loan is made or of such effectiveness, the conditions set forth in this Section 2.20 5.2 shall be satisfied and in Section 4.2 the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower and (ii) the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates and documentation to the establishment of extent (i) required by the relevant Incremental Facilities have been satisfied Assumption Agreement and (ii) consistent with those delivered on the Closing Date under Section 6.1 and such additional documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bring downs) as of such datethe Administrative Agent may reasonably require to assure that the Incremental Term Loans are secured by the Collateral ratably with the existing Term Loans.

Incremental Facilities. (a) The Lead Opco Borrower may, may at any time or from time to time on and after the Fourth Restatement Effective Security Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request one or more additional tranches of term loans hereunder (collectively, which may take the form of an increase in the principal amount of any existing tranche of Term Loans) (the “Incremental Term Loans”) or one or more additional tranches increases in the aggregate amount of revolving commitments hereunder Revolving Commitments (collectively, the each such increase a “Incremental Revolving Commitments” and, together with any Commitment”; Incremental Term Loans, Loans and Incremental Revolving Commitments are collectively referred to herein as the “Incremental Facilities”) so long as, upon giving effect thereto, the aggregate amount of all such Incremental Facilities does not exceed (I) other than during an Investment Grade Period, the sum of (x) the greater of $250,000,000 and 100% of EBITDA plus (y) an unlimited additional amount so long as immediately after giving effect (including pro forma effect) to such Incremental Facilities (assuming that any such Incremental Facilities are drawn in full (but excluding the proceeds of any such Incremental Facilities for purposes of calculating clause (b) of the definition of Consolidated Total Net Debt in the calculation of the Secured Net Leverage Ratio)), the Secured Net Leverage Ratio would not exceed 3:00 to 1.00 (other than to the extent such Incremental Facilities are incurred pursuant to this clause (y) concurrently with the incurrence of Incremental Facilities in reliance on clause (x) of this sentence, in which case the Secured Net Leverage Ratio shall be permitted to exceed 3.00 to 1.00 to the extent of such Incremental Facilities incurred in reliance on such clause (x)) or (II) during an Investment Grade Period, an unlimited amount so long as immediately after giving effect (including pro forma effect) to such Incremental Facilities (assuming that any such Incremental Facilities are drawn in full (but excluding the proceeds of any such Incremental Facilities for purposes of calculating clause (b) of the definition of Consolidated Total Net Debt in the calculation of the Total Net Leverage Ratio)), the Parent Borrower shall be in compliance with the covenants contained in Section 6.11 (provided that, for the avoidance of doubt, with respect to this clause (II), all such Incremental Facilities shall be unsecured); provided that, in each case of clauses (I) and (II), no Incremental Term Loans may be made and no Incremental Revolving Commitments may become effective unless, (i) on the proposed date of the making of such Incremental Term Loans or the effectiveness of such Incremental Revolving Commitments, as applicable, (A) the conditions set forth in clauses (a) and (b) of Section 4.03 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate on behalf of the Parent Borrower to that effect dated such date and executed by a Financial Officer of the Parent Borrower and (B) the Parent Borrower shall be in compliance (on a pro forma basis, assuming full drawing under the applicable Incremental Facility) with the covenants contained in Section 6.11; provided that, in the case of any Incremental Facilities the proceeds of which are to be used to finance a Limited Condition Transaction permitted hereunder, to the extent agreed by the Lenders providing such Incremental Facilities, (I) the representations and warranties the accuracy of which are a condition to the funding of such Incremental Facilities may be limited to (1) customary specified representations (or such other formulation thereof as may be agreed by the lenders providing such Incremental Facilities), and (2) those representations of the acquired company in the applicable acquisition agreement that are material to the interests of the lenders under the Incremental Facilities and if breached would give the Opco Borrower the right to terminate or refuse to close under the applicable acquisition agreement and (II) (x) at the time of the execution and delivery of the purchase agreement or other definitive documentation related to such Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of the effectiveness and the making of any such Incremental Facilities, no Specified Default shall have occurred and be continuing or shall occur as a result thereof, and (ii) the Administrative Agent shall have received such legal opinions, board resolutions, secretary’s certificates, directors or officer’s certificates (as applicable) and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $10,000,000 (unless otherwise agreed by the Administrative Agent in its reasonable discretion); provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Opco Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loans, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments or Incremental Term Loans, as applicable, being requested. (b) No Subsidiary shall be a borrower or a guarantor under any Incremental Facility unless such Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or been a borrower with respect to, as applicable, the Obligations. Each Incremental Revolving Commitment shall be on terms and pursuant to documentation applicable to the existing Revolving Commitments. The Incremental Term Loans (i) if made as an increase in the aggregate principal amount of any existing tranche of Term Loans, shall have terms identical to those applicable to such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000Term Loans, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu or junior in right of payment with the Revolving Loans, (iii) shall not mature earlier than the Latest Maturity Date (but may have amortization and/or customary prepayments prior to such date); provided that the foregoing requirement shall not apply to the extent such Debt constitutes a customary bridge facility, so long as the long-term Debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (iii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (iv) such except as set forth above, shall be treated substantially the same (as reasonably determined by the Opco Borrower and the Administrative Agent) as (and in any event, no more favorably than) the Term Loans; provided that (x) the terms and conditions applicable to any tranche of Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement Term Loans maturing after the Latest Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Latest Maturity Date and (vy) the terms, conditions Incremental Term Loans may have different pricing and documentation governing such Incremental Facilities economics (including, without limitation, all representationswith respect to upfront fees, covenantsoriginal issue discount, defaultspremiums, guaranties and remediesinterest rate) than the Term Loans, but excluding economic terms), taken as a whole, shall be substantially and (v) will accrue interest at rates determined by the same as, or less favorable to Opco Borrower and the Lenders or Additional Lenders (as defined below) lenders providing such Incremental FacilitiesTerm Loans. For the avoidance of doubt, than those terms upon the effectiveness of any Incremental Revolving Commitment, the Revolving Credit Exposure of the Lender holding such Incremental Revolving Commitment, and conditions applicable the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. On the Lenders date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Lender holding such Incremental Revolving Commitment, and each such Lender holding such Incremental Revolving Commitment shall purchase from each Revolving Lender, at the principal amount thereof (together with respect to accrued interest), such interests in the Revolving Loans (except (iand participations Swingline Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swingline Loans will be held by all the Revolving Lenders ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Opco Borrower referred to in Section 2.20(a) for covenants or other provisions applicable only to periods after and of the latest Maturity Date effectiveness of any Incremental Facility, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent after giving effect thereto and of the Administrative Agent and the Lead Borrower and without the consent of any Lendersassignments required to be made pursuant to this Section 2.20(b)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (bc) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made provided by any one or more existing Lenders (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Facility unless it so agrees in writing as provided in this Section 2.20 or (y) the right to provide all or any portion of any Incremental Facility) and/or by any Eligible Assignee one or more other banks, financial institutions or other institutional lenders or investors (other than an Ineligible Institution), in each case as requested by the Opco Borrower (any such Eligible Assignee providing such Incremental Facilities at such time other bank, financial institution or other institutional lender or investor being called an “Additional Lender” and”); provided that the Administrative Agent, together with the existing L/C Issuers and the Swingline Lenders shall have consented (such consent not to be unreasonably withheld, conditioned or delayed) to such Lender or Additional Lender providing such Incremental Facilities at Facility, to the extent such time, the “Incremental Lenders”)consent would be required under Section 9.04(b) for an assignment of Loans or Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall be established become Commitments under this Agreement pursuant to an amendment, restatement amendment or amendment and restatement (each, an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Opco Borrower, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Opco Borrower, to effect the provisions of this Section 2.20Section. Without limiting The Opco Borrower will use the foregoing, upon the reasonable request proceeds of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of Facilities for any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent purpose not prohibited by this Agreement. (not to be unreasonably withheld or delayedd) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this This Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of supersede any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and provisions in Section 4.2 2.18(d) or Section 9.02 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent from time to time, request Incremental Commitments in an amount such that, after giving effect thereto, the aggregate amount of Incremental Commitments established at or prior to such time does not exceed $100,000,000. Such notice shall set forth (whereupon i) the amount of the Incremental Commitments being requested (which shall be in minimum increments of $500,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such longer or shorter period as the Administrative Agent shall promptly deliver agree)), (iii) whether such Incremental Commitments are Incremental Revolving Credit Commitments or Incremental Term Loan Commitments and (iv) in the case of any request for Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are commitments to make additional Term Loans of any then outstanding Class or commitments to make Term Loans of a copy to new Class. The Borrower may seek Incremental Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any Additional Lender. (b) It shall be a condition precedent to the Lenderseffectiveness of any Incremental Commitment that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Incremental Commitments, (ii) the Total Leverage Ratio, determined on a Pro Forma Basis (assuming that all Incremental Commitments have been fully funded and without netting the proceeds of any Incremental Loans), request one shall not exceed 2.75:1.00, (iii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects (or more tranches in all respects, if qualified as to materiality) on and as of term loans hereunder the date such Incremental Commitments become effective (collectivelyor if such representation and warranty relates to another date, such other date) and (iv) the terms of such Incremental Commitments and the Incremental Term Loans or Incremental Revolving Loans thereunder shall comply with Section 2.25(c). (c) Incremental Commitments shall be established pursuant to an amendment (an “Incremental Term LoansAssumption Agreement”) or one or more additional tranches relating to this Agreement. The terms of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, Loans shall be determined by the “Borrower and the Incremental Facilities”)Term Lenders and set forth in the applicable Incremental Assumption Agreement; provided that (i) the aggregate amount final maturity date of such any Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and Term Loans shall be no earlier than the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000Latest Maturity Date, (ii) the final stated average life to maturity date of such tranche of the Incremental Facilities Term Loans shall not be earlier no shorter than the Maturity Date in effect at the time such Incremental Facilities are entered intoremaining average life to maturity of any then-outstanding Class of Term Loans, (iii) such tranche of the Incremental Facilities shall Term Loans will rank pari passu with (or junior to) the Tranche B Term Loans in right of payment and with respect to security and the Revolving borrower and guarantors of the Incremental Term Loans shall be the same as the Borrower and Guarantors with respect to the Term Loans, (iv) if the All-in Yield on such Incremental Facilities Term Loans exceeds the initial All-in Yield of the Tranche B Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin for the Tranche B Term Loans shall not beautomatically be increased by the Yield Differential, and shall not be permitted to be, guaranteed by any Subsidiary effective upon the making of Holdings that is not a Guarantor under this Agreement such Incremental Term Loans and (v) to the terms, conditions and documentation governing such extent the terms of the Incremental Facilities Term Loans are inconsistent with the terms set forth herein (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic termsexcept as set forth in clause (i) through (iv) above), taken as a whole, such terms shall be substantially the same as, or less favorable reasonably satisfactory to the Lenders or Additional Lenders Administrative Agent. Any Incremental Revolving Credit Commitment (and the Incremental Revolving Loans thereunder) shall be implemented as defined below) providing such Incremental Facilities, than those terms and conditions applicable an increase to the Lenders with respect Total Revolving Credit Commitments and shall be on terms identical to the existing Revolving Credit Commitments (and the Revolving Loans thereunder). (except (id) for covenants or other provisions applicable only to periods after In connection with any Incremental Commitments, the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of Borrower, the Administrative Agent and each applicable Incremental Lender shall execute and deliver to the Lead Borrower Administrative Agent an Incremental Assumption Agreement providing for such Incremental Commitments, and without such other documentation as the consent Administrative Agent shall reasonably specify to evidence the Incremental Commitment of any Lenders)) as determined each Incremental Lender. Any Incremental Assumption Agreement may include conditions for delivery of opinions of counsel and other documentation consistent with the conditions set forth in Section 4.02, all to the extent reasonably requested by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at Administrative Agent or the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant other parties to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with Assumption Agreement. The Administrative Agent shall promptly notify each Lender as to the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) effectiveness of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative AgentAssumption Agreement. Any Incremental Assumption Agreement may, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting 2.25, including any amendments necessary to establish the foregoing, upon Incremental Term Loan Commitments and Incremental Term Loans as a new Class or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable request opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Class or tranche, in each case on terms consistent with this Section 2.25. (e) Upon each increase in the Revolving Credit Commitments pursuant to this Section ‎2.25, each Revolving Credit Lender with a Revolving Credit Commitment immediately prior to the Collateral such increase will automatically and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise without further act be deemed to behave assigned to each Incremental Revolving Credit Lender in respect of such increase, a commitment on the part of any and each such Incremental Revolving Credit Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require will automatically and shall without further act be deemed to be have assumed, a representation portion of such existing Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and warranty assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit held by each Borrower Revolving Credit Lender (including each such Incremental Revolving Credit Lender) will equal its Revolving Credit Percentage. If, on the date on which of such increase, there are any Revolving Loans outstanding, such Revolving Loans shall upon the effectiveness of such Incremental Facilities are entered into Revolving Credit Commitment be prepaid from the proceeds of additional Revolving Loans made hereunder so that the conditions set forth Revolving Loans are thereafter held by the Revolving Credit Lenders according to their Revolving Credit Percentages (after giving effect to the increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Loans being prepaid and any costs incurred by any Revolving Credit Lender in accordance with Section 2.16. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Section 2.20 and in Section 4.2 Agreement shall not apply to the establishment of Incremental Facilities have been satisfied as of such datetransactions effected pursuant to the immediately preceding sentence.

Incremental Facilities. (a) The Lead So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Acquisition, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into), the Borrower mayshall have the right, at any time and from time to time after the Fourth Restatement Effective Closing Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”) or one or more additional tranches and (ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of revolving commitments hereunder Term Loans (collectively, the “Incremental Revolving Supplemental Term Loan Commitments” and, together with any the Incremental Term LoansLoan Commitments, the “Incremental FacilitiesCommitments”); , provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective the greater of (A) $300.0 million and (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the aggregate application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of Commitment Increases made pursuant such Indebtedness)) that can be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Borrower of 3.50 to 1.00 (it being understood that for purposes of determining compliance under this clause (i), any Indebtedness incurred under this clause (i) and Section 2.198.1(b)(i) (whether or not secured), does not exceed $250,000,000other than Revolving Credit Agreement Indebtedness, will be included in the amount of Senior Secured Indebtedness for purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio), (ii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(B) above, the final stated maturity date of Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time clause (together with calculations demonstrating compliance with such Incremental Facilities are entered into, test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower Representative shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such tranche clause to be used for the incurrence of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by Commitment. Any loans made in respect of any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities Commitment (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, other than Supplemental Term Loan Commitments) shall be substantially the same as, or less favorable made by creating a new Tranche. Each Incremental Commitment made available pursuant to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms this Section 2.6 shall be in a minimum aggregate amount of at least $15.0 million and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date in integral multiples of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower $5.0 million in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currenciesexcess thereof. (b) Each notice request from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.6 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called bank or other financial institution, an “Additional Lender” and”); provided that if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, together with the existing Lenders providing consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required (it being understood that any such Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 11.6(h), mutatis mutandis, to the same extent as if such Incremental Facilities at Commitments and related Obligations had been obtained by such timeLender by way of assignment). (c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit G (the “Incremental LendersIncrease Supplement”) or by each Additional Lender substantially in the form attached hereto as Exhibit H (the “Lender Joinder Agreement”). Incremental Facilities , as the case may be, which shall be established delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan. (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrower and each Additional Lender. An Incremental Commitment Amendment may, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the Lead BorrowerAdministrative Agent, to effect the provisions of this Section 2.20. Without limiting 2.6; provided, however, that (i) (A) the foregoing, upon the reasonable request Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent prior Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Initial Term Loans (so long as any such Incremental Commitments (and related Obligations) secured on a junior basis are subject to the Collateral Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable), (B) the Incremental Commitments and Guarantee Release Date, any incremental loans drawn thereunder (the Lead Borrower “Incremental Loans”) shall cause rank pari passu in right of payment with or (at the Borrower’s option) junior to the Initial Term Loans and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be delivered mortgage modifications secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loans and title endorsements with respect to each Mortgaged Property(II) so long as any Initial Term Loans are outstanding, each in form and substance reasonably satisfactory any mandatory prepayment provisions that do not also apply to the Administrative Agent. The Lenders hereby irrevocably authorize Term Loans (other than Incremental Term Loans secured on a junior basis by the Administrative Agent to enter into such Incremental Amendments. The effectiveness Collateral or ranking junior in right of any Incremental Amendment payment, which shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for the satisfaction of Initial Term Loans than such Incremental Term Loans as contemplated by the conditions as the parties thereto shall agree andproviso appearing in Section 4.4(c)) (other than, in the case of an any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Indebtedness permitted hereunder), provided that (subject to clause (iii) below) any Incremental Amendment Term Loans may provide for more favorable amortization payments than the Initial Term Loans, (ii) no Lender will be required to which an Eligible Assignee is party provide any such Incremental Commitment unless it so agrees; (iii) the maturity date and the weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as an Additional Lenderthe case may be, the consent Maturity Date or the weighted average life to maturity of the Initial Term Loans, as applicable (not other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be unreasonably withheld exchanged for permanent financing which does not provide for an earlier maturity date or delayed) a shorter weighted average life to maturity than the Maturity Date of the Administrative AgentInitial Term Loans or the weighted average life to maturity of the Initial Term Loans, andas applicable); (iv) the interest rate margins and amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Additional Lenders; provided that in the event that the applicable interest rate margins for any term loans incurred by the Borrower under any Incremental Term Loan Commitment are higher than the applicable interest rate margin for the Initial Term Loans by more than 50 basis points, solely then the Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Initial Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Lenders providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of such Incremental Term Loans shall also be included in such calculations and (D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount; (v) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder, (2) for class voting and other class protections for any additional credit facilities, and (3) for the amendment of the definition of “Disqualified Stock,” in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Maturity Date of the Initial Term Loans and weighted average life to maturity of the Initial Term Loans to the extended maturity date and the weighted average life to maturity of such Incremental Term Loans, as applicable; and (vi) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower, provided that to the extent such terms and documentation are not consistent with, in the case of Incremental Revolving CommitmentsTerm Loans, the Swingline Lender terms and each Issuing Bank. Nothing contained in this Section 2.20 shall constitutedocumentation governing the Initial Term Loans (except to the extent permitted by clause (iii), (iv) or otherwise be deemed to be(v) above), a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and they shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 reasonably satisfactory to the establishment of Incremental Facilities have been satisfied as of such dateBorrower and the Administrative Agent.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent from time to time, request Incremental L/C Commitments in an amount such that, after giving effect thereto, (whereupon i) the Aggregate Incremental Amount does not exceed the L/C Cap. Such notice shall set forth (i) the amount of the Incremental L/C Commitments being requested (which shall be in minimum increments of $100,000 and a minimum amount of $1,000,000) and (ii) the date on which such Incremental L/C Commitments are requested to become effective (which shall not be less than 5 Business Days nor more than 60 days after the date of such notice (or such shorter periods as the Administrative Agent shall promptly deliver a copy to agree)). The Borrower may seek Incremental L/C Commitments from existing Lenders (each of the Lenders), request one which shall be entitled to agree or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”decline to participate in its sole discretion) or one or more additional tranches any Additional Lender. (b) It shall be a condition precedent to the effectiveness of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, L/C Commitment and the “issuance of the Letters of Credit that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Incremental Facilities”L/C Commitment and (ii) the terms of such Incremental L/C Commitments and the Letters of Credit issued thereunder shall comply with Section 2.25(c). (c) The terms of the Incremental L/C Commitments and the Letters of Credit issued pursuant thereto shall be determined by the Borrower and the applicable Incremental Issuing Bank and set forth in an Additional Credit Extension Amendment (including any applicable conditions for the issuance of a Letter of Credit); provided that (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall L/C Commitments will rank pari passu in right of payment and with respect to security with the Revolving Loans, (iv) such Incremental Facilities Tranche B Term Loans and none of the obligors or guarantors with respect thereto shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings a Person that is not a Guarantor under this Agreement Credit Party; provided that the foregoing shall not prohibit the posting of cash collateral to secure the Letters of Credit issued pursuant to such Incremental L/C Commitments, (ii) any L/C Disbursement may participate on a pro rata basis, greater than pro rata basis or less than pro rata basis in any voluntary or mandatory prepayments or commitment reductions hereunder, as specified in the applicable Additional Credit Extension Amendment and (viii) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as L/C Commitments may be cancelled and/or terminated on a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders non-pro rata basis with respect to the Revolving Loans Term Loans. (except (id) for covenants or other provisions applicable only to periods after In connection with any Incremental L/C Commitments, the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of Borrower, the Administrative Agent and each applicable Incremental Issuing Bank shall execute and deliver to the Lead Borrower Administrative Agent an Additional Credit Extension Amendment and without such other documentation as the consent Administrative Agent shall reasonably specify to evidence the Incremental L/C Commitment of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Issuing Bank. The Administrative Agent shall promptly notify each Lender and as to the Administrative Agenteffectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing2.25, upon including any amendments as may be necessary or appropriate in the reasonable request opinion of the Administrative Agent prior to and the Collateral Borrower in connection with the establishment and Guarantee Release Date, implementation of the Lead Borrower shall cause to L/C Commitments and any other technical amendments as may be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance necessary or appropriate (as reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize determined by the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to and the satisfaction of Borrower) in connection with the conditions as the parties thereto shall agree andforegoing, in the each case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in on terms consistent with this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time2.25. (ce) The entry into This Section 2.25 shall supersede any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and provisions in Section 4.2 2.17 or Section 9.08 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Closing Date, upon notice by notice the Borrower to the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (whereupon such Person (who may be (i) the Administrative Agent shall promptly deliver a copy to each of or (ii) any other Person appointed by the LendersBorrower after consultation with the Administrative Agent), request one or more tranches of term loans hereunder (collectively, the “Incremental Term LoansArranger”) specifying the proposed amount thereof, request (i) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), or (ii) the addition of one or more additional tranches new term loan facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Commitment” and together with the Term Commitment Increase, the “New Loan Commitments”) in an amount not to exceed the sum of (x) the greater of (A) $950,000,000 and (B) 50% of Four Quarter Consolidated EBITDA (the “Cash-Capped Incremental Facility”), (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Leverage Requirement is satisfied and (z) an amount equal to (i) (A) all voluntary prepayments of pari passu Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the Initial Term Loans) made pursuant to Section 2.05(a) and (B) all repurchases of pari passu Term Loans (including, for the avoidance of doubt, any New Term Loans) made pursuant to the terms hereof, to the extent not funded with the proceeds of long term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving commitments hereunder credit facility (collectivelyincluding the ABL Debt)) (the “Prepayment-Based Incremental Facility”) (such sum, at any such time, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental FacilitiesAmount”); provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $5,000,000, and (y) the entire amount of any increase that may be requested under this Section 2.16; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.16 and Incremental Equivalent Debt incurred pursuant to Section 2.17: (i) At the Borrower’s option, the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, and the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (ii) New Loan Commitments pursuant to this Section 2.16 and Incremental Equivalent Debt pursuant to Section 2.17 may be incurred under the Ratio-Based Incremental Facility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at Borrower’s option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Ratio Debt incurred pursuant to Section 7.03 (including, without limitation, pursuant to clause (b)(15) thereof))) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility, (iii) the Borrower may, in its sole discretion, divide and redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, as applicable, by the amount of such redesignated Indebtedness), and (iv) solely for the purpose of calculating the Consolidated First Lien Net Leverage Ratio, the Consolidated Senior Secured Net Leverage Ratio or the Consolidated Total Net Leverage Ratio to determine the availability under the Ratio-Based Incremental FacilitiesFacility at the time of incurrence, taken together with all Incremental Facilities previously any cash proceeds incurred pursuant to this Section 2.20 2.16 and/or Incremental Equivalent Debt being incurred on such test date in calculating such Consolidated First Lien Net Leverage Ratio, Consolidated Senior Secured Net Leverage Ratio or Consolidated Total Net Leverage Ratio shall be excluded for purposes of calculating cash or Cash Equivalents. The Borrower may designate any Incremental Arranger of any New Loan Commitments with such titles under the New Loan Commitments as the Borrower may deem appropriate. (b) For the avoidance of doubt, the Borrower will not be obligated to approach any Lender to participate in any New Loan Commitments. Any Lender approached to participate in any New Loan Commitments may elect or decline, in its sole discretion, to participate in such increase or new facility. The Borrower may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.16 and such execution shall not be required for any such joinder agreement to be effective; provided that, with respect to any New Loan Commitments, the Borrower must provide to the Administrative Agent the documentation providing for such New Loan Commitments. (c) If (i) a Term Loan Tranche is increased in accordance with this Section 2.16 or (ii) a New Term Facility is added in accordance with this Section 2.16, the Incremental Arranger and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or New Term Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders of the final allocation of such increase or New Term Facility and the Increase Effective Date. In connection with (i) any increase in a Term Loan Tranche or (ii) any addition of a New Term Facility, in each case, pursuant to this Section 2.16, this Agreement and the other Loan Documents may be amended in writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) in order to establish the New Term Facility or to effectuate the increases to the Term Loan Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein pursuant to the documentation relating to such New Term Facility. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall be amended in writing (which may be executed and delivered by the Borrower and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date. (d) With respect to any Term Commitment Increase or addition of Commitment Increases made New Term Facility pursuant to this Section 2.16, (i) no Event of Default would exist after giving effect to such increase (except in connection with any acquisition or similar Investment permitted hereunder, where no Event of Default under Sections 8.01(a), (f) or (g) shall be the standard); (ii) (A) in the case of any increase of a Term Loan Tranche, the final maturity of the Term Loans, New Term Loans, Specified Refinancing Term Loans or Extended Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loans, Specified Refinancing Term Loans or Extended Term Loans, as applicable; provided, that Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, New Term Loans, Specified Refinancing Term Loans or Extended Term Loans, as applicable, and (B) in the case of any New Term Facility, other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than that of any existing Term Loan Tranche; (iii) except as set forth in clause (f) below and in subclause (B) above with respect to final maturity and Weighted Average Life to Maturity, any such New Term Facility shall have terms reasonably satisfactory to the Incremental Arranger; and (iv) to the extent reasonably requested by the Incremental Arranger and expressly set forth in the documentation relating to such New Term Facility, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates, and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 2.196.12 with respect to Holdings and the Borrower and each material Subsidiary Guarantor (other than changes to such legal opinions resulting from a change in Law, does not exceed $250,000,000change in fact or change to counsel’s form of opinion). Subject to the foregoing, the conditions precedent to each such increase or New Loan Commitment shall be solely those agreed to by the Lenders providing such increase or New Loan Commitment, as applicable, and the Borrower. Notwithstanding the foregoing, (iix) to the final stated maturity date extent any terms of any Term Commitment Increase or New Term Facility are more favorable to the existing Lenders than comparable terms existing in the Loan Documents, such tranche terms (if favorable to the existing Lenders) shall be, in consultation with the Administrative Agent, incorporated into this Agreement (or any other applicable Loan Document) for the benefit of Incremental Facilities all existing Lenders (to the extent applicable to such Lender) without further amendment requirements (including, for the avoidance of doubt, at the option of the Borrower, the Borrower may, but shall not be earlier than required to, increase the Maturity Date Applicable Rate or amortization payments relating to any existing Facility to bring such Applicable Rate in effect at line with the time relevant Term Commitment Increase or New Term Facility to achieve fungibility with such existing Facility), and (y) the terms of any New Term Facility may be incorporated if otherwise reasonably satisfactory to the Borrower, the Incremental Facilities are entered intoArranger and the Administrative Agent. (e) The additional Term Loans made under the Term Loan Tranche subject to the increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in Sections 2.01 and 2.02 and on the date of the making of such additional Term Loans, and notwithstanding anything to the contrary set forth in Sections 2.01 and 2.02, such additional Term Loans shall be added to (iiiand form part of) each Borrowing of outstanding Term Loans under such tranche Term Loan Tranche on a pro rata basis (based on the relative sizes of Incremental Facilities the various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of Term Loans under the Term Loan Tranche. (f) (i) Any New Term Facility shall rank pari passu in right of payment with the Revolving Term Loan Facility, not be Guaranteed by any Person that is not a Borrower or Guarantor under the Term Loan Facility, be unsecured and, to the extent secured, secured either on a first lien “equal and ratable” basis with the Term Loan Facility or on a “junior” basis with the Term Loan Facility, in each case over the same (or a lesser portion of) Collateral that secures the Term Loan Facility (and in each case, such New Term Facility shall be subject to the Applicable Intercreditor Arrangements), (ii) the New Term Facility shall, for purposes of prepayments, be treated substantially the same as (and in any event no more favorably than) the Term Loan Facility, unless Borrower otherwise elects (but in any event no more favorably than the existing Term Loans), (iii) any New Term Facility that is secured on a pari passu basis with the Term Loan Facility shall share ratably (or on a lesser basis) with respect to any mandatory prepayments of the Term Loan Facility (other than mandatory prepayments resulting from a refinancing of any Term Loan Facility, which may be applied exclusively to the Term Loan Facility being refinanced) and (iv) with respect to any New Term Facility denominated in Dollars that is pari passu in right of payment with the Term Loan Facility, secured on a pari passu basis with the Term Loan Facility and that is incurred on or prior to the date that is twenty-four (24) months after the Closing Date, the All-in Yield payable by the Borrower applicable to such Incremental Facilities New Term Facility shall not be, be determined by the Borrower and the Lenders providing such New Term Facility and shall not be permitted to bemore than 50 basis points higher than the corresponding All-in Yield payable by the Borrower for the Initial Term Loans, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) unless the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders All-in Yield with respect to the Revolving Initial Term Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) is increased to the extent amount necessary so that the difference between the All-in Yield with respect to such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent New Term Facility and the Lead Borrower corresponding All-in Yield on the Initial Term Loans is equal to 50 basis points (this clause (iv), the “MFN Provision”); provided that this clause (iv) shall not apply to any New Term Facility that is in an aggregate amount for all New Term Facilities and/or Incremental Equivalent Debt of less than the greater of $950,000,000 and without the consent 50% of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative CurrenciesFour Quarter Consolidated EBITDA. (bg) Each notice from If the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be done in each case without consultation with the consent Administrative Agent and, with respect to the preparation of any other Person. The Incremental Amendment may effect such documentation necessary or appropriate to carry out the provisions of this Section 2.16 (including amendments to this Agreement and the other Loan Documents as may be necessary or appropriateDocuments), in the reasonable opinion of any comments to such documentation reasonably requested by the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timereflected therein. (ch) The entry into To the extent any Incremental Facilities hereunder shall require and New Term Facility shall be deemed to denominated in a currency other than Dollars, this Agreement and the other Loan Documents shall be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 amended to the establishment of Incremental Facilities have been satisfied as of such date.extent necessary or appropr

Incremental Facilities. (a) The Lead So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Transaction, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Transaction are entered into), the Borrower mayshall have the right, at any time and from time to time after the Fourth Restatement First Incremental Amendment Effective Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”) or one or more additional tranches and (ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term 1004254246v19 Tranche of revolving commitments hereunder Term Loans (collectively, the “Incremental Revolving Supplemental Term Loan Commitments” and, together with any the Incremental Term LoansLoan Commitments, the “Incremental FacilitiesCommitments”); , provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective (A) $300 million plus (B) the amount that could be incurred pursuant to Section 8.1(b)(i); (ii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(B) above, the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment or compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), as applicable, and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment; provided further that (x) the Borrower may elect to use capacity under (i)(B) above prior to using capacity under (i)(A) above, (y) that any portion of any Incremental Commitments incurred in reliance on (i)(A) above shall be reclassified (including for purposes of Section 8.1(b)(ii) and clause (26) of the definition of “Permitted Liens”), as the Borrower may elect from time to time, as incurred under clause (i)(B) if the Borrower meets the applicable Senior Secured Indebtedness to EBITDA Ratio at such time, on a pro forma basis and (z) any amounts incurred under (i)(A) above, concurrently incurred with, or in a single transaction or series of related transactions with, amounts incurred under (i)(B) above or under Section 8.1(b)(i) or under clause (26) of the definition of “Permitted Liens” will not count as indebtedness for the purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio to determine availability at such time under clause (i)(B), Section 8.1(b)(i) or capacity under clause (26) of the definition of “Permitted Liens”). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Section 2.6 shall be in a minimum aggregate amount of Commitment Increases made pursuant at least $15.0 million and in integral multiples of $5.0 million in excess thereof or such lower minimum amounts or multiples as agreed to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower Agent, in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currenciesreasonably discretion from time to time. (b) Each notice request from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.6 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called bank or other financial institution, an “Additional Lender” and”); provided that if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, together with the existing Lenders providing consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required (it being understood that any such Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 11.6(h), mutatis mutandis, to the same extent as if such Incremental Facilities at Commitments and related Obligations had been obtained by such timeLender by way of assignment). 1004254246v19 (c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit G (the “Incremental LendersIncrease Supplement”) or by each Additional Lender substantially in the form attached hereto as Exhibit H (the “Lender Joinder Agreement”). Incremental Facilities , as the case may be, which shall be established delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan. (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrower and each Additional Lender. An Incremental Commitment Amendment may, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the Lead BorrowerAdministrative Agent, to effect the provisions of this Section 2.20. Without limiting 2.6; provided, however, that (i) (A) the foregoing, upon the reasonable request Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent prior Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Tranche EF Term Loans (so long as any such Incremental Commitments (and related Obligations) secured on a junior basis are subject to the Collateral Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable), (B) the Incremental Commitments and Guarantee Release Date, any incremental loans drawn thereunder (the Lead Borrower “Incremental Loans”) shall cause rank pari passu in right of payment with or (at the Borrower’s option) junior to the Tranche EF Term Loans and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be delivered mortgage modifications secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loans (other than the proceeds of Incremental Loans which are subject to an escrow or similar arrangement and title endorsements with any related deposit of Cash or Cash Equivalents to cover interest and premium in respect to each Mortgaged Propertyof such Incremental Loans) and (II) so long as any Tranche EF Term Loans are outstanding, each in form and substance reasonably satisfactory any mandatory prepayment provisions that do not also apply to the Administrative Agent. The Lenders hereby irrevocably authorize Term Loans (other than Incremental Term Loans secured on a junior basis by the Administrative Agent to enter into such Incremental Amendments. The effectiveness Collateral or ranking junior in right of any Incremental Amendment payment, which shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for the satisfaction of Tranche EF Term Loans than such Incremental Term Loans as contemplated by the conditions as the parties thereto shall agree andproviso appearing in Section 4.4(c)) (other than, in the case of an any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Indebtedness permitted hereunder), provided that (subject to clause (iii) below) any Incremental Amendment Term Loans may provide for more favorable amortization payments than the Tranche EF Term Loans,; (ii) no Lender will be required to which an Eligible Assignee is party provide any such Incremental Commitment unless it so agrees; (iii) the maturity 1004254246v19 date and the weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as an Additional Lenderthe case may be, the consent Tranche EF Term Loan Maturity Date or the weighted average life to maturity of the Tranche EF Term Loans, as applicable (not other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be unreasonably withheld exchanged for permanent financing which does not provide for an earlier maturity date or delayed) a shorter weighted average life to maturity than the Tranche EF Term Loan Maturity Date or the weighted average life to maturity of the Administrative AgentTranche EF Term Loans, andas applicable); (iv) the interest rate margins and amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Additional Lenders; provided that in the event that the applicable interest rate margins for any term loans incurred by the Borrower under any Incremental Term Loan Commitment, solely are higher than the applicable interest rate margin for the Tranche EF Term Loans by more than 50 basis points, then the Applicable Margin for the Tranche EF Term Loans shall be increased (the “Increased Amount”) to the extent necessary so that the applicable interest rate margin for the Tranche EF Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Tranche EF Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Tranche EF Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Lenders providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the Tranche EF Term Loans that became effective subsequent to the FifthSeventh Amendment Closing Date but prior to the time of such Incremental Term Loans shall also be included in such calculations; (D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche EF Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Tranche EF Term Loans shall be required, to the extent an increase in the interest rate floor for the Tranche EF Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche EF Term Loans shall be increased by such amount; (E) if the Incremental Term Loans include an interest rate floor lower than the interest rate floor applicable to the Tranche EF Term Loans or do not include any interest rate floor, to the extent a reduction in the interest rate floor for such Tranche EF Term Loans would cause a reduction in the interest rate then in effect thereunder, an amount equal to the difference between the interest rate floor 1004254246v19 applicable to the Tranche EF Term Loans and the interest rate floor applicable to such Incremental Term Loans (which shall be deemed to equal 0% for any Incremental Term Loans without any interest rate floor), but which in any event shall not exceed the maximum amount by which a reduction in the interest rate floor applicable to the Tranche EF Term Loans would cause a reduction in the interest rate then in effect thereunder, shall reduce the applicable interest rate margin of the applicable Incremental Terms Loans for purposes of determining whether an increase to the Applicable Margin for such Tranche EF Term Loans shall be required, and (F) if the applicable Tranche EF Term Loans include a pricing grid the interest rate margins in such pricing grid which are not in effect at the time the applicable Incremental Commitments become effective shall also each be increased by an amount equal to the Increased Amount; (v) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder, (2) for class voting and other class protections for any additional credit facilities, and (3) for the amendment of the definition of “Disqualified Stock,” in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Tranche EF Term Loan Maturity Date and the weighted average life to maturity of the Tranche EF Term Loans to the extended maturity date and the weighted average life to maturity of such Incremental Term Loans, as applicable; and (vi) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower, provided that to the extent such terms and documentation are not consistent with, in the case of Incremental Revolving CommitmentsTerm Loans, the Swingline Lender terms and each Issuing Bank. Nothing contained in this Section 2.20 documentation governing the Tranche EF Term Loans (except to the extent permitted by clause (iii), (iv) or (v) above), they shall constitute, or otherwise be deemed reasonably satisfactory to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeBorrower and the Administrative Agent. (e) For the avoidance of doubt, the Tranche B Initial Term Loans or the Tranche B Delayed Draw Term Loans, in each case, incurred after the First Incremental Effective Date shall not constitute “Incremental Term Loans” incurred pursuant to this Section 2.6 but shall be incurred pursuant to Section 2.1(b) or (c) The entry into any Incremental Facilities hereunder shall require (as applicable) and shall be deemed to be a representation and warranty by each Borrower on accordingly the date on which such Incremental Facilities are entered into that the conditions set forth in requirements of this Section 2.20 and in 2.6, including clause (iv) of the first proviso of Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date2.6(d), shall not apply thereto.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Third Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that (i) both at the time of any such request and at the time that any such Incremental Facilities are entered into, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000500,000,000, (iiiii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iiiiv) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (ivv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings Parent that is not a Guarantor under this Agreement and (vvi) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any LendersLoans)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Parent, each Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting The Incremental Amendment may, at the foregoingdiscretion of each Additional Lender, upon the reasonable request (i) contain an indication of the Administrative Agent prior to status of such Additional Lenders as relevant for United Kingdom Tax purposes, as contemplated in Section 2.16(g)(ii), and/or (ii) contain the Collateral DTTP Scheme reference number and Guarantee Release Datejurisdiction of tax residence of such Additional Lender, as contemplated in Section 2.16(g)(i)(B) and in the Lead definition of “UK Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative AgentDTTP Filing”. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to (x) the satisfaction of the conditions as the parties thereto shall agree andagree, provided that no such Incremental Amendment shall modify or waive any condition to the incurrence of Incremental Facilities except in accordance with Section 9.2 hereof, (y) the receipt by the Administrative Agent of documents substantially consistent with those delivered on the Third Restatement Effective Date pursuant to Section 4.1(e) (or the equivalent, if any, in the applicable jurisdiction) as to the corporate power and authority of each Borrower to borrow hereunder after giving effect to such Incremental Amendment and (z) in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities and in Section 4.2 have been satisfied as of such date.

Incremental Facilities. (a) The Lead So long as no Event of Default under Subsection 9.1 (a) or (f) exists or would arise therefrom, the Borrower mayRepresentative shall have the right, at any time and from time to time after the Fourth Restatement Effective Closing Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”), (ii) or to increase the Existing Term Loans by requesting new term loan commitments to be added to a Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to request new commitments under one or more additional tranches of new revolving commitments hereunder facilities to be included in this Agreement (collectively, the “Incremental Revolving Commitments”), and (iv) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with any the Incremental Term LoansLoan Commitments, Supplemental Term Loan Commitments and the Incremental Revolving Commitments, the “Incremental FacilitiesCommitments”); provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the aggregate application of proceeds of any such Indebtedness to refinance other Indebtedness), an amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000that could then be Incurred in compliance with Subsection 8.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (ii) of the final stated maturity date definition of such tranche of “Maximum Incremental Facilities Amount”, the Borrower Representative shall not be earlier than have delivered a certificate to the Maturity Date Administrative Agent, certifying compliance with the financial test set forth in effect at the time such Incremental Facilities are entered into, clause (together with calculations demonstrating compliance with such test) and (iii) such tranche if any portion of an Incremental Facilities shall rank pari passu Commitment is to be incurred in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except reliance on clause (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) definition of “Maximum Incremental Facilities Amount”, the Borrower Representative shall have delivered a certificate to the extent Administrative Agent, certifying the amount of the available basket in such more favorable terms are incorporated into the Loan Documents clause to be used for the benefit incurrence of all existing Lenders such Incremental Commitment. Any loans made in respect of any such Incremental Commitment (which may other than Supplemental Term Loan Commitments) shall be accomplished with the consent made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Subsection 2.8 shall be in a minimum aggregate amount of at least $5,000,000 and in integral multiples of $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies). (b) Each notice request from the Lead Borrower Representative pursuant to clause (a) of this Section 2.20 Subsection 2.8 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called bank or other financial institution, an “Additional Incremental Lender” and”, and the Additional Incremental Lenders together with the any existing Lenders Lender providing such Incremental Facilities at such timeCommitments, the “Incremental Lenders”). ; provided that if such Additional Incremental Facilities Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent (in each case, such consent not to be unreasonably withheld, conditioned or delayed) shall be established required (it being understood that any such Additional Incremental Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment). (c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans to be increased, executed by the Borrower Representative and each increasing Lender substantially in the form attached hereto as Exhibit I-1 (the “Increase Supplement”) or by each Additional Incremental Lender substantially in the form attached hereto as Exhibit I-2 (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan under the applicable Tranche of Term Loans. (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrowers and each applicable Incremental Lender. An Incremental Commitment Amendment may, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower Representative and the Lead BorrowerAdministrative Agent, to effect the provisions of this Section 2.20. Without limiting Subsection 2.8; provided, however, that (i) (A) the foregoing, upon the reasonable request Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent Parent Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower Representative’s option) junior basis by the same Collateral securing the Initial Term Loans (so long as any such Incremental Commitments (and related Obligations) are subject to the ABL/Term Loan Intercreditor Agreement, a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement), (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower Representative’s option) junior to the Initial Term Loans, (C) no Incremental Commitment Amendment may provide for any Incremental Commitment or any Incremental Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Initial Term Loans and (D) so long as any Initial Term Loans are outstanding, no Incremental Commitment Amendment may provide for any mandatory prepayment from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with Incremental Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was contemplated by any definitive agreement in respect of such acquisition and in a manner not otherwise prohibited by this Agreement) or Recovery Event or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans pursuant to Subsection 4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi)); (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the maturity date of any Incremental Revolving Commitment shall be no earlier than, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to, the Termination Date (as defined in the Senior ABL Facility Agreement); (iv) the maturity date and the weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date than the Initial Term Loan Maturity Date or a shorter weighted average life to maturity than the remaining weighted average life to maturity of the Initial Term Loans, as applicable); (v) the interest rate margins and (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower Representative and the applicable Incremental Lenders; provided that in the event that the applicable interest rate margins for any term loans Incurred by the Borrowers under any Incremental Term Loan Commitment made on or prior to the Collateral date that is 6 months after the Closing Date are higher than the applicable interest rate margin for the Initial Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Initial Term Loans and Guarantee Release Datethe Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Incremental Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrowers to the Lenders under the Initial Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity) (provided that, if the Initial Term Loans are issued in a manner such that all Initial Term Loans were not issued with a uniform amount of OID or upfront fees within the Tranche of Initial Term Loans, the Lead Borrower shall cause to be delivered mortgage modifications amount of OID and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory upfront fees attributable to the Administrative Agent. The entire Tranche of Initial Term Loans shall be determined on a weighted average basis); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Incremental Lenders hereby irrevocably authorize the Administrative Agent to enter into providing such Incremental Amendments. The effectiveness of any Incremental Amendment Term Loans shall be subject excluded; (C) any amendments to the satisfaction Applicable Margin on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of such Incremental Term Loans shall also be included in such calculations and (D) if the Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount; (vi) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional Incremental Lenders in any required vote or action of the conditions Required Lenders or of the Lenders of each Tranche hereunder, (2) class voting and other class protections for any additional credit facilities, (3) for the amendment of the definitions of “Additional Obligations”, “Disqualified Stock”, “Junior Capital” and “Refinancing Indebtedness” and Subsection 8.8(b), in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Incremental Term Loans, as the parties thereto shall agree andapplicable, (4) in the case of an Incremental Amendment Revolving Commitment or an Incremental Letter of Credit Commitment, for amendments and modifications necessary or desirable to which an Eligible Assignee is party as an Additional Lender, account for the consent (not Incremental Revolving Commitments and Incremental Letter of Credit Commitments to be unreasonably withheld included in this Agreement, in each case on terms agreed by the Borrower Representative and the Lenders providing such Commitments (including any swingline lender or delayedissuing lender) and (5) for the amendment of clause (iii) of the Administrative Agentdefinition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Incremental Term Loans; and (vii) the other terms and documentation in respect thereof, andto the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, solely shall otherwise be reasonably satisfactory to the Borrower Representative; provided that to the extent such terms and documentation are not consistent with, in the case of Incremental Revolving CommitmentsTerm Loans, the Swingline Lender terms and each Issuing Bank. Nothing contained in this Section 2.20 shall constitutedocumentation governing the Initial Term Loans (except to the extent permitted by clauses (iv), (v) or otherwise be deemed to be(vi) above), a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and they shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 reasonably satisfactory to the establishment of Incremental Facilities have been satisfied as of such dateBorrower Representative and the Administrative Agent.

Incremental Facilities. (a) The Lead Parent Borrower may, from time to time after the Fourth Restatement Effective Datemay at any time, by notice to the Administrative Agent Agents (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches the addition of new credit facilities (the “Incremental Facilities”) consisting of a new tranche of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that at the time that any such Incremental Term Loans are made (and after giving effect thereto) no Default shall exist and the Parent Borrower shall be in compliance with Sections 6.13 and 6.14, determined on a pro forma basis as if such Incremental Term Loans had been outstanding throughout the relevant four-fiscal-quarter period (in the case of Section 6.13) or on the last day of the most recent fiscal quarter (in the case of Section 6.14) for testing compliance therewith. The Incremental Facilities (i) shall be in an aggregate principal amount not exceeding (in the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 aggregate) $200,000,000 (and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does each tranche shall not exceed be less than $250,000,00050,000,000), (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans, (iii) shall not mature earlier than the Tranche B Maturity Date (but may, subject to clause (iv) below, have scheduled amortization prior to such date), (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings have a weighted average life that is not a Guarantor under this Agreement and shorter than that of the Tranche B Term Loans, (v) shall not accrue interest at a rate or rates in excess of the terms, conditions interest rates applicable to the Tranche B Term Loans and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken vi) except as a wholeset forth above, shall be treated substantially the same asas (and in any event no more favorably than) the Tranche B Term Loans (in each case, or less favorable including with respect to mandatory and voluntary prepayments); provided that (a) the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to Incremental Term Loans maturing after the Lenders with respect to the Revolving Loans (except (i) Tranche B Maturity Date may provide for covenants material additional or different financial or other provisions covenants applicable only to during periods after the latest Tranche B Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant subject to clause (av) of this Section 2.20 above, the Incremental Facilities may be priced differently than the Term Loans and the Revolving Loans. Such notice shall set forth the requested amount andof Incremental Term Loans. Each existing Lender shall be offered the opportunity, but shall not be required, to provide a ratable share of any Incremental Term Loans. In the event that existing Lenders provide commitments in reasonable detailan aggregate amount less than the total amount of the Incremental Term Loans requested by the Parent Borrower, the proposed terms of the relevant Incremental Facilities. Incremental Facilities Parent Borrower may be made by any existing Lender arrange for one or by any Eligible Assignee more banks or other financial institutions (any such Eligible Assignee providing such Incremental Facilities at such time bank or other financial institution being called an “Additional Lender” and, together with ”) to extend commitments to provide Incremental Term Loans in an aggregate amount equal to the existing Lenders providing such unsubscribed amount. Commitments in respect of Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities Term Loans shall be established become Commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Facility Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Parent Borrower, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative AgentAgents. The Incremental Facility Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerAgents, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental AmendmentsSection. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that thereof of each of the conditions set forth in this Section 2.20 and 4.02 (it being understood that all references to “the date of such Borrowing” in such Section 4.2 4.02 shall be deemed to refer to the establishment of Incremental Facilities have been satisfied as effective date of such dateIncremental Facility Amendment). No Lender shall be obligated to provide any Incremental Term Loans unless it so agrees.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent (whereupon from time to time during the Administrative Agent shall promptly deliver a copy to each of the Lenders)Incremental Availability Period, request the establishment of one or more tranches incremental term loan facilities, for the purposes of term loans hereunder (collectivelyfunding a Permitted Subsequent Funding Use, in an aggregate principal amount not to exceed the “Incremental Term Loans”) or one or more additional tranches Facility Amount to be documented as an increase in the total amount of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”)Loans under this Agreement; provided that (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 there shall not be more than three incremental term loan facilities per calendar year and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, each incremental term loan facility shall be substantially in a minimum amount of $10,000,000, in each case, unless otherwise agreed to by the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing Lenders. Each Lender shall participate in such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date incremental term loan facilities if each of the Revolving Loans or following conditions have been satisfied: (iia) to the extent that the proceeds of such more favorable incremental term loan facility are to be used to finance an Additional Covered Project, (w) such Additional Covered Project shall have been approved by the Lenders in their sole discretion, (x) the applicable Restricted Project Company and the Administrative Agent shall have agreed in writing that such Restricted Project Company shall be an Additional Covered Project Company hereunder, (y) the Borrower or the applicable Additional Project Company shall have entered into Project Documents in respect of such Additional Covered Project in form and substance acceptable to the Administrative Agent in its sole discretion, and (z) the Borrower and the Administrative Agent shall have agreed in writing as to the Project Payoff Amount with respect to such Additional Covered Project; (b) no Default or Event of Default exists as of the effective date of such incremental term loan facilities or would exist after giving effect thereto; (c) no development, event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect shall have occurred and be continuing, or shall occur as a result thereof as of the effective date of such incremental term loan facilities; (d) the representations and warranties of each Loan Party set forth in the Financing Documents shall be true and correct in all material respects on and as of the effective date of such incremental term loan facilities (except where already qualified by materiality or Material Adverse Effect, in which case, in all respects); (e) the Lenders shall have received Investment Committee approval for such incremental term loan facilities; (f) the other applicable conditions set forth in Section 4.04 shall have been satisfied as of the effective date of such incremental term loan facilities; and (g) the terms are incorporated into of any such incremental facility shall be identical to those of the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of Loans, unless otherwise agreed by the Administrative Agent and the Lead Borrower and without Lenders. For the consent avoidance of doubt, no Lender shall be required to fund any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election incremental term loan facility under this Section 2.13 unless each of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from foregoing conditions shall have been satisfied and the Lead Borrower pursuant to clause (a) of this Section 2.20 Lenders shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilitieshave otherwise approved such incremental term loan facility. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (In connection with any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” andincremental term loan facility, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Financing Documents shall be amended as may necessary to effectuate such increase, such amendments to be necessary or appropriate, in acceptable to the reasonable opinion of Lenders and the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the in their reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timediscretion. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.

Incremental Facilities. (a) The Lead So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Acquisition, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Acquisition are entered into), the Borrower mayshall have the right, at any time and from time to time after the Fourth Restatement First Incremental Amendment Effective Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”) or one or more additional tranches and (ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of revolving commitments hereunder Term Loans (collectively, the “Incremental Revolving Supplemental Term Loan Commitments” and, together with any the Incremental Term LoansLoan Commitments, the “Incremental FacilitiesCommitments”); , provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective the greater of (A) $300.0 million and (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the aggregate application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of Commitment Increases made pursuant such Indebtedness)) that can be incurred without exceeding a Senior Secured Indebtedness to EBITDA Ratio for the Borrower of 3.50 to 1.00 (it being understood that for purposes of determining compliance under this clause (i), any Indebtedness incurred under this clause (i) and Section 2.198.1(b)(i) (whether or not secured), does not exceed $250,000,000other than Revolving Credit Agreement Indebtedness, will be included in the amount of Senior Secured Indebtedness for purposes of calculating the Senior Secured Indebtedness to EBITDA Ratio), (ii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(B) above, the final stated maturity date of Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time clause (together with calculations demonstrating compliance with such Incremental Facilities are entered into, test) and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on (i)(A) above, the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such tranche clause to be used for the incurrence of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by Commitment. Any loans made in respect of any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities Commitment (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, other than Supplemental Term Loan Commitments) shall be substantially the same as, or less favorable made by creating a new Tranche. Each Incremental Commitment made available pursuant to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms this Section 2.6 shall be in a minimum aggregate amount of at least $15.0 million and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date in integral multiples of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower $5.0 million in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currenciesexcess thereof. (b) Each notice request from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.6 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called bank or other financial institution, an “Additional Lender” and”); provided that if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, together with the existing Lenders providing consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required (it being understood that any such Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 11.6(h), mutatis mutandis, to the same extent as if such Incremental Facilities at Commitments and related Obligations had been obtained by such timeLender by way of assignment). (c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit G (the “Incremental LendersIncrease Supplement”) or by each Additional Lender substantially in the form attached hereto as Exhibit H (the “Lender Joinder Agreement”). Incremental Facilities , as the case may be, which shall be established delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan. (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrower and each Additional Lender. An Incremental Commitment Amendment may, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the Lead BorrowerAdministrative Agent, to effect the provisions of this Section 2.20. Without limiting 2.6; provided, however, that (i) (A) the foregoing, upon the reasonable request Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent prior Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing the Tranche B Term Loans (so long as any such Incremental Commitments (and related Obligations) secured on a junior basis are subject to the Collateral Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable), (B) the Incremental Commitments and Guarantee Release Date, any incremental loans drawn thereunder (the Lead Borrower “Incremental Loans”) shall cause rank pari passu in right of payment with or (at the Borrower’s option) junior to the Tranche B Term Loans and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be delivered mortgage modifications secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loans and title endorsements with respect to each Mortgaged Property(II) so long as any Tranche B Term Loans are outstanding, each in form and substance reasonably satisfactory any mandatory prepayment provisions that do not also apply to the Administrative Agent. The Lenders hereby irrevocably authorize Term Loans (other than Incremental Term Loans secured on a junior basis by the Administrative Agent to enter into such Incremental Amendments. The effectiveness Collateral or ranking junior in right of any Incremental Amendment payment, which shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for the satisfaction of Tranche B Term Loans than such Incremental Term Loans as contemplated by the conditions as the parties thereto shall agree andproviso appearing in Section 4.4(c)) (other than, in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Indebtedness permitted hereunder), provided that (subject to clause (iii) below) any Incremental Term Loans may provide for more favorable amortization payments than the Tranche B Term Loans, (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the maturity date and the weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Tranche B Term Loan Maturity Date or the weighted average life to maturity of the Tranche B Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Tranche B Term Loan Maturity Date or the weighted average life to maturity of the Tranche B Term Loans, as applicable); (iv) the interest rate margins and amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Additional Lenders; provided that in the event that the applicable interest rate margins for any term loans incurred by the Borrower under any Incremental Term Loan Commitment are higher than the applicable interest rate margin for the Tranche B Term Loans by more than 50 basis points, then the Applicable Margin for the Tranche B Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Tranche B Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Tranche B Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Additional Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Tranche B Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Lenders providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the Tranche B Term Loans that became effective subsequent to the First Incremental Amendment Effective Date but prior to which the time of such Incremental Term Loans shall also be included in such calculations and (D) if the Incremental Term Loans include an Eligible Assignee is party interest rate floor greater than the interest rate floor applicable to the Tranche B Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Tranche B Term Loans shall be required, to the extent an increase in the interest rate floor for the Tranche B Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Tranche B Term Loans shall be increased by such amount; (v) such Incremental Commitment Amendment may provide (1) for the inclusion, as an appropriate, of Additional Lender, the consent (not to be unreasonably withheld Lenders in any required vote or delayed) action of the Administrative AgentRequired Lenders or of the Lenders of each Tranche hereunder, and(2) for class voting and other class protections for any additional credit facilities, solely and (3) for the amendment of the definition of “Disqualified Stock,” in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Tranche B Term Loan Maturity Date and weighted average life to maturity of the Tranche B Term Loans to the extended maturity date and the weighted average life to maturity of such Incremental Term Loans, as applicable; and (vi) the other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, shall otherwise be reasonably satisfactory to the Borrower, provided that to the extent such terms and documentation are not consistent with, in the case of Incremental Revolving CommitmentsTerm Loans, the Swingline Lender terms and each Issuing Bank. Nothing contained in this Section 2.20 documentation governing the Tranche B Term Loans (except to the extent permitted by clause (iii), (iv) or (v) above), they shall constitute, or otherwise be deemed reasonably satisfactory to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeBorrower and the Administrative Agent. (e) For the avoidance of doubt, the Tranche B Initial Term Loans or the Tranche B Delayed Draw Term Loans, in each case, incurred after the First Incremental Effective Date shall not constitute “Incremental Term Loans” incurred pursuant to this Section 2.6 but shall be incurred pursuant to Section 2.1(b) or (c) The entry into any Incremental Facilities hereunder shall require (as applicable) and shall be deemed to be a representation and warranty by each Borrower on accordingly the date on which such Incremental Facilities are entered into that the conditions set forth in requirements of this Section 2.20 and in 2.6, including clause (iv) of the first proviso of Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date2.6(d), shall not apply thereto.

Incremental Facilities. (a) The Lead So long as no Event of Default under subsection 8.1(a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, at any time and from time to time after the Fourth Restatement Effective Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”), (ii) or to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Tranche of Term Loans (the “Supplemental Term Loan Commitments”), (iii) to increase the Existing Revolving Commitments by requesting new Revolving Loan Commitments be added to an Existing Tranche of Existing Revolving Commitments (the “Supplemental Revolving Commitments”), (iv) to request new commitments under one or more additional tranches of new revolving commitments hereunder facilities to be included in this Agreement (collectively, the “Incremental Revolving Commitments”), and/or (v) to request new letter of credit facility commitments under one or more new letter of credit facilities to be included in this Agreement (the “Incremental Letter of Credit Commitments” and, together with any the Incremental Term LoansLoan Commitments, Supplemental Term Loan Commitments, Supplemental Revolving Commitments and the Incremental Revolving Commitments, the “Incremental FacilitiesCommitments”); , provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 subsection 2.9 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the aggregate application of proceeds of any such Indebtedness), an amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000that could then be Incurred under this Agreement in compliance with subsection 7.1(b)(i), (ii) if any portion of an Incremental Commitment is to be Incurred in reliance on the final stated maturity date of Ratio Incremental Facility, the Borrower shall have delivered a certificate to the Administrative Agent, certifying compliance with the financial test set forth in such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time clause (together with calculations demonstrating compliance with such Incremental Facilities are entered into, test) and (iii) such tranche if any portion of an Incremental Facilities shall rank pari passu Commitment is to be Incurred in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or reliance on clause (ii) or (iii) of the definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the extent Administrative Agent, certifying the amount of the available basket in such more favorable terms are incorporated into the Loan Documents clause to be used for the benefit Incurrence of all existing Lenders such Incremental Commitment. Any Loans made in respect of any such Incremental Commitment (which may other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall be accomplished with the consent made by creating a new Tranche. Each Incremental Commitment made available pursuant to this subsection 2.9 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies). (b) Each notice request from the Lead Borrower pursuant to clause (a) of this Section 2.20 subsection 2.9 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called other bank or financial institution, an “Additional Incremental Lender” and”, and the Additional Incremental Lenders together with the any existing Lenders Lender providing such Incremental Facilities at such timeCommitments, the “Incremental Lenders”). ; provided that if such Additional Incremental Facilities Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent and (in the case of a Supplemental Revolving Commitment) the consent of the Swing Line Lender or any Issuing Bank (in each case, such consent not to be unreasonably withheld, delayed or conditioned) shall be established required. (c) Supplemental Term Loan Commitments and Supplemental Revolving Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans or Revolving Commitments to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit O-1 (the “Increase Supplement”) or by each Additional Incremental Lender substantially in the form attached hereto as Exhibit O-2 (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan or commitments made pursuant to such Supplemental Revolving Commitment shall be Revolving Commitments, as applicable. (d) Incremental Commitments (other than Supplemental Term Loan Commitments and Supplemental Revolving Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrower and each applicable Incremental Lender. Notwithstanding anything to the contrary herein or in any other Loan Document, each an Incremental Lender and the Administrative AgentCommitment Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the Lead BorrowerAdministrative Agent, (x) to effect effectuate the provisions of this Section 2.20. Without limiting subsection 2.9 and/or (y) so long as such amendments are not materially adverse to the foregoingother Lenders, upon to maintain the reasonable request fungibility of any such Incremental Term Loans with any Tranche of then outstanding Term Loans; provided, however, that (i) (A) the Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent Borrower other than the Subsidiary Guarantors, and will be, at the Borrower’s option, secured on an equal and ratable basis or a junior basis by the same Collateral securing the Senior Credit Facility Obligations (so long as any such Incremental Commitments (and related Obligations) are subject to an Intercreditor Agreement) or be unsecured, (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank on an equal and ratable basis in right of payment with or (at the Borrower’s option) junior in right of payment to the Senior Credit Facility Obligations and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be secured by any Collateral or other assets of any Loan Party that do not also secure the Senior Credit Facility Obligations and (II) so long as any Initial Term Loans are outstanding, any mandatory prepayment from the Net Available Cash of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with Incremental Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was contemplated by any definitive agreement in respect of such acquisition) or Recovery Events or from Excess Cash Flow, to the extent the Net Available Cash of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans pursuant to subsection 3.4(c) or (d), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with subsection 10.1(d)(v)); (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the maturity date of any Incremental Revolving Commitment shall be no earlier than, and no scheduled mandatory commitment reduction in respect thereof shall be required prior to the Collateral Initial Revolving Maturity Date; (iv) the maturity date and Guarantee Release Datethe weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Lead Borrower shall cause Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be delivered mortgage modifications exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Initial Term Loan Maturity Date or the remaining weighted average life to maturity of the Initial Term Loans, as applicable); (v) the interest rate margins and title endorsements (subject to clause (iv) above) amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Incremental Lenders; provided that in the event that the applicable interest rate margins for any term loans made prior to the date that is 12 months after the Effective Date that are secured on an equal and ratable basis by the same Collateral securing the Senior Credit Facility Obligations that are Incurred by the Borrower under any Incremental Term Loan Commitment or under 7.1(b)(i)(B) other than under an Incremental Term Loan Commitment are, in either case, higher than the applicable interest rate margin for the Initial Term Loans by more than 50 basis points, then the Applicable Margin for the Initial Term Loans shall be increased to the extent necessary so that the applicable interest rate margin for the Initial Term Loans is equal to the applicable interest rate margins for such Incremental Term Loans or such other term loans, as applicable, minus 50 basis points; provided, further that, in determining the applicable interest rate margins for the Initial Term Loans and the Incremental Term Loans or such other term loans, as applicable, (A) original issue discount (“OID”) or upfront fees payable generally to all participating Incremental Lenders in lieu of OID (which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Initial Term Loans or any Incremental Term Loan or other term loan, as applicable, in the initial syndication thereof shall be included (with OID and upfront fees being equated to interest based on an assumed four-year life to maturity) (provided that, if the Initial Term Loans are issued in a manner such that all Initial Term Loans were not issued with a uniform amount of OID or upfront fees within the Tranche of Initial Term Loans, the amount of OID and upfront fees attributable to the entire Tranche of Initial Term Loans shall be determined on a weighted average basis); (B) any arrangement, structuring, commitment, amendment or other fees payable in connection with the Incremental Term Loans or such other term loans, as applicable, that are not shared with all Incremental Lenders providing such Incremental Term Loans or all term loan lenders providing such other term loans, as applicable, shall be excluded; (C) any amendments to the Applicable Margin on the Initial Term Loans that became effective subsequent to the Effective Date but prior to the time of such Incremental Term Loans or other term loans, as applicable, shall also be included in such calculations and (D) if the Incremental Term Loans or such other term loans, as applicable, include an interest rate floor greater than the interest rate floor applicable to the Initial Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Initial Term Loans shall be required, to the extent an increase in the interest rate floor for the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the interest rate floor (but not the Applicable Margin) applicable to the Initial Term Loans shall be increased by such amount; (vi) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of Additional Incremental Lenders in any required vote or action of the Required Lenders, Required Revolving Lenders or of the Lenders of each Tranche hereunder, (2) class voting and other class protections for any additional credit facilities, (3) for the amendment of the definitions of “Additional Obligations,” “Disqualified Stock,” and “Refinancing Indebtedness”, in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Initial Term Loan Maturity Date and remaining weighted average life to maturity of the Initial Term Loans to the extended maturity date and the remaining weighted average life to maturity of such Incremental Term Loans, as applicable and (4) for the amendment of clause (iii) of the definition of “Additional Obligations” to provide for the applicable mandatory prepayment protections to apply to such Incremental Term Loans; and (vii) the other terms and documentation in respect thereof, to each Mortgaged Propertythe extent not consistent with this Agreement as in effect prior to giving effect to the Incremental Commitment Amendment, each in form and substance shall otherwise be reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject Borrower, provided that to the satisfaction of the conditions as the parties thereto shall agree andextent such terms and documentation are not consistent with, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional LenderTerm Loans, the consent (not to be unreasonably withheld or delayed) of terms and documentation governing the Administrative AgentInitial Term Loans, and, solely in the case of Incremental Revolving Commitments, the Swingline terms and documentation governing the Initial Revolving Commitments (except to the extent permitted by clause (iii), (iv), (v) or (vi) above), they shall be reasonably satisfactory to the Borrower and the Administrative Agent. The Administrative Agent shall promptly notify each Lender and as to the effectiveness of each Issuing BankIncremental Commitment Amendment. Nothing contained in this Section 2.20 shall constituteEach of the parties hereto hereby agrees that, or otherwise be deemed to be, a commitment on upon the part effectiveness of any Lender to provide Incremental FacilitiesCommitment Amendment, at this Agreement and any time. (c) The entry into any Incremental Facilities hereunder shall require and other Loan Document shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 amended to the establishment extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Facilities have been satisfied as of such dateCommitments evidenced thereby.

Incremental Facilities. (a) The Lead Borrower may, may at any time or from time to time after the Fourth Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders)Agent, request one or more additional tranches of term loans hereunder (collectivelywhich may take the form of an increase in the principal amount of any existing tranche of Term A-1 Loans (but not, for the avoidance of doubt, the Term A-2 Loans)) (the “Incremental Term Loans”) or one or more additional tranches increases in the aggregate amount of revolving commitments hereunder Revolving Commitments (collectively, the each such increase a “Incremental Revolving Commitments” and, together with any Commitment”; Incremental Term Loans, Loans and Incremental Revolving Commitments are collectively referred to herein as the “Incremental Facilities”); provided that that, no Incremental Term Loans may be made and no Incremental Revolving Commitments may become effective unless, (i) on the aggregate amount proposed date of the making of such Incremental Term Loans or the effectiveness of such Incremental Revolving Commitments, as applicable, (A) the conditions set forth in clauses (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate on behalf of the Lead Borrower to that effect dated such date and executed by a Financial Officer of the Lead Borrower and (B) the Lead Borrower shall be in compliance (on a pro forma basis, assuming full drawing under the applicable Incremental Facility) with the covenants contained in Section 5.13; provided that, in the case of any Incremental Facilities the proceeds of which are to be used to finance a Limited Condition Transaction permitted hereunder, to the extent agreed by the Lenders providing such Incremental Facilities, taken together with all (I) the representations and warranties the accuracy of which are a condition to the funding of such Incremental Facilities may be limited to (1) customary specified representations (or such other formulation thereof as may be agreed by the lenders providing such Incremental Facilities), and (2) those representations of the acquired company in the applicable acquisition agreement that are material to the interests of the lenders under the Incremental Facilities and if breached would give the Lead Borrower the right to terminate or refuse to close under the applicable acquisition agreement and (II) (x) at the time of the execution and delivery of the purchase agreement or other definitive documentation related to such Limited Condition Transaction, no Default or Event of Default shall have occurred and be continuing or shall occur as a result thereof and (y) on the date of the effectiveness and the making of any such Incremental Facilities, no Specified Default shall have occurred and be continuing or shall occur as a result thereof, and (ii) the Administrative Agent shall have received such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection with any such transaction. Each Incremental Facility shall be in an integral multiple of $25,000,000 and be in an aggregate principal amount that is not less than $25,000,000, provided that such amount may be less than the applicable minimum amount if such amount represents all the remaining availability hereunder as set forth above. Each such notice shall specify (A) the date on which the Lead Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Loans, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments or Incremental Term Loans, as applicable, being requested. (b) No Subsidiary shall be a borrower or a guarantor under any Incremental Facility unless such Subsidiary is a Loan Party which shall have previously incurred or substantially concurrently guaranteed or borrowed, as applicable, the Obligations. Each Incremental Revolving Commitment shall be on terms and pursuant to this Section 2.20 and documentation applicable to the aggregate existing Revolving Commitments. The Incremental Term Loans (i) if made as an increase in the principal amount of Commitment Increases made pursuant any existing tranche of Term Loans, shall have terms identical to Section 2.19, does not exceed $250,000,000those applicable to such Term Loans, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu or junior in right of payment with the Revolving Loans, (iii) shall not mature earlier than the Latest Maturity Date (but may have amortization and/or customary prepayments prior to such date); provided that the foregoing requirement shall not apply to the extent such Debt constitutes a customary bridge facility, so long as the long-term Debt into which such customary bridge facility is to be converted or exchanged satisfies the requirements of this clause (iii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (iv) such Incremental Facilities except as set forth above, shall not bebe treated substantially the same as (and in any event, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement no more favorably than) the Term A-1 Loans and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as will accrue interest at rates determined by the Lead Borrower in its reasonable discretionand the lenders providing such Incremental Term Loans. For the avoidance of doubt, upon the effectiveness of any Incremental Facilities shallRevolving Commitment, the Revolving Credit Exposure of the Lender holding such Incremental Revolving Commitment, and the Applicable Percentage of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Lender holding such Incremental Revolving Commitment, and each such Lender holding such Incremental Revolving Commitment shall purchase from each Revolving Lender, at the election principal amount thereof (together with accrued interest), such interests in the Revolving Loans and participations Swingline Loans outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Swingline Loans will be held by all the Revolving Lenders ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitment. The Administrative Agent shall notify the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each Lenders promptly upon receipt by the Administrative Agent of any notice from the Lead Borrower pursuant referred to clause (ain Section 2.20(a) and of this Section 2.20 shall set forth the requested amount effectiveness of any Incremental Facility, in each case advising the Lenders of the details thereof and, in reasonable detailthe case of effectiveness of any Incremental Revolving Commitments, the proposed terms of the relevant Incremental Facilities. Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to this Section 2.20(a). (c) Incremental Facilities may be made provided by any existing Lender (provided that no existing Lender shall have (x) an obligation to provide all or any portion of any Incremental Facility unless it so agrees in writing as provided in this Section 2.20 or (y) the right to provide all or any portion of any Incremental Facility) or by any Eligible Assignee other bank, financial institution or other institutional lender or investor (other than an Ineligible Institution) (any such Eligible Assignee providing such Incremental Facilities at such time other bank, financial institution or other institutional lender or investor being called an “Additional Lender” and”); provided that, together with the existing Lenders Administrative Agent and the Swingline Lender shall have consented (such consent not to be unreasonably withheld) to such Lender or Additional Lender providing such Incremental Facilities at Facility, to the extent such time, the “Incremental Lenders”)consent would be required under Section 9.04(b) for an assignment of Loans or Commitments to such Lender or Additional Lender. Commitments in respect of Incremental Facilities shall be established become Commitments under this Agreement pursuant to an amendment, restatement amendment or amendment and restatement (each, an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental AmendmentsSection. The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth in Section 4.02 and such other conditions as the parties thereto shall agree and, in agree. The Lead Borrower will use the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) proceeds of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in Facilities for any purpose not prohibited by this Agreement. (d) This Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of supersede any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and provisions in Section 4.2 2.18(d) or Section 9.02 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Dateat any time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request on one or more tranches occasions pursuant to an Incremental Facility Amendment add one or more new Classes of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new Class or increase, an “Incremental Facility” and any loans hereunder (collectivelymade pursuant to an Incremental Facility, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that that: (i) no Incremental Commitment in respect of any Incremental Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, Administrative Agent may reasonably agree); (ii) except as the final stated maturity date Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such tranche of Incremental Facilities Lender (it being agreed that the Borrower shall not be earlier than obligated to offer the Maturity Date opportunity to any Lender to participate in effect at the time such any Incremental Facilities are entered into, Facility); (iii) such tranche no Incremental Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, Commitment or Incremental Term Loan; (iv) such except as otherwise permitted herein (including with respect to margin, pricing, maturity and fees), the terms of any Incremental Facilities shall Facility, if not beconsistent with those applicable to any then-existing Term Loans (as reasonably determined by the Borrower and the Administrative Agent), and shall must either, at the option of the Borrower, (x) not be permitted materially more restrictive to be, guaranteed the Borrower and its Restricted Subsidiaries (as determined by any Subsidiary of Holdings that is not a Guarantor under this Agreement and the Borrower in good faith) than (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), when taken as a whole, shall be substantially ) those contained in the same as, or less favorable to the Lenders or Additional Lenders Loan Documents (as defined below) providing such Incremental Facilities, other than those any terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions which are applicable only to periods after the latest then-existing Latest Maturity Date of the Revolving Loans Date), (y) be conformed (or (iiadded) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all the existing Term Lenders (which may be accomplished with the consent of or, as applicable, the Administrative Agent and (i.e., by conforming or adding a term to the Lead Borrower and then-outstanding Term Loans pursuant to the applicable Incremental Facility Amendment, it being understood that, without limitation, any amendment or modification to the Loan Documents that solely adds one or more terms for the benefit of the existing Term Lenders shall not require the consent of any Lenders)such existing Term Lender or (z) reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Lead Borrower in its reasonable discretion. good faith); (v) solely with respect to any Incremental Facilities shallTerm Loans that are pari passu with the Initial Term Loans in right of payment and with respect to security, the Effective Yield applicable thereto may not be more than 0.50% higher than the Effective Yield applicable to the Initial Term Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the Effective Yield with respect to such Incremental Facility, minus 0.50% (this clause (v), the “MFN Protection”); provided, further, that any increase in Effective Yield to any Initial Term Loan due to the application or imposition of an Alternate Base Rate floor or LIBO Rate floor on any Incremental Term Loan may be effected, at the option of the Borrower, through an increase in (or implementation of, as applicable) any Alternate Base Rate floor or LIBO Rate floor applicable to such Initial Term Loan; (vi) subject to the Permitted Earlier Maturity Indebtedness Exception, the final maturity date with respect to any Incremental Term Loans shall be no earlier than the Initial Term Loan Maturity Date; (vii) subject to the Permitted Earlier Maturity Indebtedness Exception or as expressly provided in clause (xiv) below, the Weighted Average Life to Maturity of any Incremental Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Facility (without giving effect to any prepayments of the Initial Term Loans); (viii) [reserved]; (ix) [reserved]; (A) any Incremental Facility (x) shall rank pari passu or junior in right of payment with any then-existing Class of Term Loans and (y) may rank pari passu with or junior to any then-existing Class of Term Loans, as applicable, in right of security or may be unsecured (and to the extent the relevant Incremental Facility is secured by the Collateral, it shall be subject to an Acceptable Intercreditor Agreement) and (B) no Incremental Facility may be (x) guaranteed by any Restricted Subsidiary which is not a Loan Party or (y) secured by any assets of the Borrower or any Restricted Subsidiary other than the Collateral; (xi) any Incremental Facility may participate (A) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a) on a pro rata basis, greater than pro rata basis or less than a pro rata basis with the then-existing Term Loans and (B) in any mandatory prepayment of Term Loans as set forth in Section 2.11(b) on a pro rata basis, greater than pro rata basis with respect to prepayments of any such Incremental Facility with the proceeds of any Replacement Term Loans or Refinancing Indebtedness (including Replacement Notes) or less than a pro rata basis with the then-existing Term Loans, in each case, to the extent provided in such Sections; (xii) notwithstanding anything to the contrary in this Section 2.22 or in any other provision of any Loan Document, (A) after giving effect to the funding of such Incremental Facility and the application of the proceeds thereof, the Borrower shall be in pro forma compliance with each of the Financial Covenants and the Total Debt to Equity Ratio would not exceed 3.00 to 1.00; (B) no Event of Default (or, if the proceeds of any Incremental Facility are incurred in connection with a Limited Condition Transaction, no Event of Default under Section 7.01(a), (f) or (g) with respect to the Borrower only) shall have occurred and be continuing on such date and (C) the Specified Representations shall be true and correct in all material respects on and as of the date of the initial borrowing or establishment of such Incremental Facility; provided that (I) in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be, (II) if any Specified Representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such Specified Representation shall be true and correct in all respects and (III) Section 3.14 shall not apply to Collateral that is not required to be created or perfected on or prior to the date of initial funding of such Incremental Facility; provided, further, that with respect to any Limited Condition Transaction, except as set forth above, any other conditions may be satisfied on the LCT Test Date; (xiii) the proceeds of any Incremental Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes (including capital expenditures, acquisitions, Investments, Restricted Payments and Restricted Debt Payments and related fees and expenses) and any other use not prohibited by this Agreement; and (xiv) on the date of the Borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Term Loans, and notwithstanding anything to the contrary set forth in Section 2.08 or 2.13 above, such Incremental Term Loans shall be added to (and constitute a part of, be of the same Type as and, at the election of the Lead Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having Interest Periods (the duration of which may be available in dollars or in less than one or more Alternative Currenciesmonth) that begin during an Interest Period then applicable to outstanding LIBO Rate Loans of the relevant Class and which end on the last day of such Interest Period. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities Commitments may be made provided by any existing Lender Lender, or by any other Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time other lender being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). ; provided that the Administrative Agent shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Additional Lender’s provision of Incremental Facilities Commitments if such consent would be required under Section 9.05(b) for an assignment of Loans to such Additional Lender; provided, further, that any Additional Lender that is an Affiliated Lender shall be established pursuant subject to an amendmentthe provisions of Section 9.05(g), restatement mutatis mutandis, to the same extent as if the relevant Incremental Commitments and related Obligations had been acquired by such Lender by way of assignment. (c) Each Lender or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Additional Lender and the Administrative Agent, in each case without the consent providing a portion of any other Person. The Incremental Amendment may effect such amendments Commitment shall execute and deliver to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect Borrower all such documentation (including the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of relevant Incremental Facility Amendment) as may be reasonably required by the Administrative Agent prior to evidence and effectuate such Incremental Commitment. On the effective date of such Incremental Commitment, each Additional Lender shall become a Lender for all purposes in connection with this Agreement. (d) As conditions precedent to the Collateral and Guarantee Release Dateeffectiveness of any Incremental Facility or, subject to Section 1.10, the Lead Borrower making of any Incremental Term Loans, (i) upon its request, the Administrative Agent shall cause be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each Additional Lender, an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require from such Additional Lender, (iii) the Administrative Agent and the applicable Lenders shall be entitled to receive all fees required to be delivered mortgage modifications and title endorsements with paid to them in respect of such Incremental Facility or Incremental Term Loans, (iv) the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Term Loans were subject to each Mortgaged PropertySection 2.03 (provided that such Borrowing Request need not include any bring down of any representation or warranty, each in form and substance reasonably satisfactory include any representation as to the occurrence of any default or Event of Default or other item not consistent with this Section 2.22) and (v) the Administrative Agent. Agent shall be entitled to receive a certificate of the Borrower signed by a Responsible Officer thereof; (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such Incremental Facility or Incremental Term Loans, and (B) to the extent applicable, certifying that the conditions set forth in subclauses (A) and (B) of clause (a)(xii) above has been satisfied. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Facility Amendment shall and/or any amendment to any other Loan Document as may be subject necessary in order to the satisfaction establish new Classes or sub-Classes in respect of the conditions Loans or commitments pursuant to this Section 2.22 and such technical, mechanical and conforming amendments as the parties thereto shall agree and, may be necessary or appropriate in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) reasonable opinion of the Administrative AgentAgent and the Borrower in connection with the establishment of such new Classes or sub-Classes, and, solely in the each case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in on terms consistent with this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time2.22. (cf) The entry into This Section 2.22 shall supersede any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and provision in Section 4.2 2.18 or 9.02 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, Company may at any time and from time to time after the Fourth Restatement Effective Datetime, by notice delivery to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver of a copy to each written notice signed by a Responsible Officer of the Lenders)Company, request one or more tranches the addition of a new tranche of term loans hereunder (collectively, the an “Incremental Term LoansFacility”) or one or more additional tranches ), a new tranche of revolving commitments hereunder loans (collectively, the an “Incremental Revolving CommitmentsTranche Facility” and, together with any the Incremental Term LoansFacility, the “Incremental Facilities”); provided that , an increase in the Aggregate Revolving Credit Commitments (an “Incremental Revolving Increase”), an increase in the Aggregate Revolving Euro Tranche Commitments (an “Incremental Euro Tranche Increase”), an increase in the Aggregate Revolving Yen Tranche Commitments (an “Incremental Yen Tranche Increase” and, together with the Incremental Revolving Increases and the Incremental Euro Tranche Increases, the “Incremental Increases”) or a combination thereof in an aggregate principal amount for all such Incremental Facilities and Incremental Increases incurred after the Effective Date not exceeding, at any time of determination, the sum of (i) an amount equal to the greater of (A) $1,750,000,000 and (B) 100% of EBITDA for the most recently ended Test Period for which financial statements have been delivered pursuant to subsection 7.1(a) or (b) (the “Incremental Fixed Amount Basket”) minus the aggregate principal amount of all additional Indebtedness issued or incurred pursuant to subsection 8.2(e)(i) or (e)(ii) outstanding at the time of the effectiveness of the applicable Incremental Facility or Incremental Increase (but solely to the extent such additional Indebtedness was issued or incurred in reliance on the Incremental Equivalent Fixed Amount Basket, or any refinancing or replacement of any such Indebtedness in accordance with subsection 8.2(e)(ii)) and (ii) the maximum amount which may be incurred in order for the Consolidated Senior Secured Leverage Ratio (after giving pro forma effect to such incurrence and all other transactions to be consummated in connection therewith (including the incurrence or assumption of other Indebtedness)) to remain less than or equal to 3.50 to 1.00; provided that, subject to the provisions in subsection 2.6(e) below, at the time of any such request and upon the effectiveness of the Incremental Facility Amendment referred to below, (A) no Default or Event of Default shall exist, and (B) the Company shall be in Pro Forma Compliance; provided, further, that for purposes of clause (ii) of this sentence and clause (B) in the proviso immediately above, in the case of an Incremental Revolving Tranche Facility or an Incremental Increase, the Consolidated Senior Secured Leverage Ratio and the Financial Covenants shall be calculated as if such Incremental Revolving Tranche Facility or Incremental Increases were fully drawn but using only the actual Total Revolving Credit Outstandings (and not the amount of the Revolving Credit Commitments) under the Revolving Credit Facility, the actual Total Revolving Euro Tranche Outstandings (and not the amount of the Revolving Euro Tranche Commitments) under the Revolving Euro Tranche Facility or the Outstanding Amount of all Revolving Yen Tranche Loans (and not the amount of the Revolving Yen Tranche Commitments) under the Revolving Yen Tranche Facility, as the case may be, in effect immediately prior to the closing of such Incremental Revolving Tranche Facility or Incremental Increase and for the purpose of computing the usage of the basket in clause (i) of this sentence, the aggregate amount of such Incremental Facilities, taken together with all outstanding Incremental Facilities previously incurred solely in reliance on clause (ii) of this sentence shall be disregarded. In calculating the amount of Indebtedness permitted to be incurred pursuant to this Section 2.20 clause (i) or clause (ii) of the immediately preceding sentence, the Company may elect to incur Indebtedness pursuant to clause (ii) before using the basket in clause (i).If both amounts are available and the aggregate amount of Commitment Increases made Company does not make an election, the Company will be deemed to have incurred such Indebtedness pursuant to Section 2.19clause (ii).The Company may not reclassify any Indebtedness incurred pursuant to such clause (i) or clause (ii) after the incurrence thereof. (b) Each Incremental Term Facility shall be in an aggregate principal amount not less than $50,000,000, does each Incremental Revolving Tranche Facility and each Incremental Revolving Increase shall be in an aggregate principal amount not exceed less than $250,000,00025,000,000 (or, in the case of any Incremental Revolving Tranche Facility denominated in an Alternative Currency, the Alternative Currency Equivalent in such Alternative Currency of $25,000,000), each Incremental Euro Tranche Increase shall be in an aggregate principal amount not less than the Alternative Currency Equivalent in Euro of $25,000,000 and each Incremental Yen Tranche Increase shall be in an aggregate principal amount not less than the Alternative Currency Equivalent in Yen of $10,000,000. (c) Each Incremental Facility (i) shall rank pari passu or junior (except in the case of any obligation thereunder of a Designated Borrower that is a Foreign Subsidiary, which would be senior as a result of such Designated Borrower not guaranteeing or providing collateral security for the Obligations of the Domestic Loan Parties) in right of payment and of security with the Revolving Credit Loans, the Term A-1 Loans, the Term A-2 Loans, the Term A-3 Loans, the Term A-5 Loans, the Term A-6 Loans, the Euro Term Loans, the Revolving Euro Tranche Loans and the Revolving Yen Tranche Loans and shall contain provisions as to the requirement that any Lien thereunder on any property also granted to or held by the Administrative Agent under any Loan Document shall be released on any Collateral/Covenant Release Date as provided herein, (ii) in the final stated maturity date case of such tranche of an Incremental Facilities Revolving Tranche Facility, shall not be mature earlier than (and shall not have scheduled commitment reductions occurring before) the Maturity Termination Date in effect at with respect to the time such Incremental Facilities are entered intoRevolving Credit Facility, the Revolving Euro Tranche Facility or the Revolving Yen Tranche Facility, (iii) in the case of an Incremental Term Facility, shall not mature earlier than the Termination Date with respect to the Term A-1 Facility or, if later, the latest Termination Date with respect to the other Term Facilities or any Incremental Term Facility outstanding at such tranche time nor have a Weighted Average Life that is shorter than the Weighted Average Life of the Term A-1 Loans (or, if later and/or longer, the other Term Loans and any Incremental Term Facility) (provided that, with respect to this clause (iii), (A) at the option of the Company, this clause (iii) shall not apply to any Permitted Bridge Indebtedness, (B) so long as such Incremental Term Facility is not incurred under the Incremental Fixed Amount Basket, the Company may incur Incremental Term Facilities as Inside Maturity Indebtedness, and (C) in determining the latest Termination Date in respect of any Term Facility for purposes of this clause (iii), any Term Facility outstanding with a stated maturity date later than the five year anniversary of the incurrence of such Term Facility shall rank pari passu in right of payment with the Revolving Loansbe disregarded), (iv) such in the case of an Incremental Facilities Term Facility, for purposes of rights to payment, prepayments and voting, shall not bebe treated no more favorably than the existing Term A-1 Loans, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) shall not contain additional or different covenants or financial covenants which are materially more restrictive than the termscovenants herein on the Effective Date or the Financial Covenants unless (x) the Lenders under the existing Loans also receive the benefit of such more restrictive terms (it being understood to the extent that any covenant is added for the benefit of any such Indebtedness, conditions and documentation governing no consent shall be required from the Administrative Agent or any Lender to the extent that such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic termscovenant is also added for the benefit of any corresponding existing Loans), taken as (y) any such provisions apply after the latest Termination Date applicable to outstanding Loans at such time, or (z) such terms shall be reasonably satisfactory to the Administrative Agent and the Company (provided that a wholecertificate of a Responsible Officer delivered to the Administrative Agent in connection therewith, together with a reasonably detailed description of the material terms and conditions of such resulting Indebtedness or copies of the principal documentation relating thereto, stating that the Company has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be substantially conclusive evidence that such terms and conditions satisfy the same as, foregoing requirement unless the Administrative Agent notifies the Company within fifteen (15) Business Days that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)). Any such notice shall set forth the amount and terms of the relevant Incremental Facility or less favorable Incremental Increases requested by the Company and to the be agreed by any Lenders or Additional Lenders (as defined belowherein defined) providing under such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans Facility or providing any portion of such Incremental Increase. (except (id) The Company may arrange for covenants one or more banks or other provisions applicable only financial institutions, each of which shall be reasonably satisfactory to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount Company and, in reasonable detailwith respect only to Incremental Revolving Increases, the proposed terms of Swing Line Lender, the relevant L/C Issuers and the Alternative Currency Funding Fronting Lender, and, with respect only to Incremental Facilities. Incremental Facilities may be made by any existing Euro Tranche Increases, the Swing Line Euro Tranche Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time bank or other financial institution being called an “Additional Lender” and”), together with to extend commitments under the existing Lenders providing Incremental Facility or provide a portion of the Incremental Increase, and no Lender shall be required to provide a portion of any such Incremental Facilities at Facility or provide a portion of any such time, the “Incremental Lenders”)Increase. Commitments in respect of Incremental Facilities or any Incremental Increases shall be established become Commitments under this Agreement, and each Additional Lender shall become a Lender under this Agreement, pursuant to an amendment, restatement or amendment and restatement (an “Incremental Facility Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerCompany, each Incremental existing Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. An Incremental Facility Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Documents as may be to the extent (but only to the extent) necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20Section. Without limiting the foregoingSubject to subsection 2.6(e) below, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that thereof of each of the conditions set forth in this Section 2.20 subsection 6.2 (it being understood that all references to “the date of such Borrowing” in such subsection 6.2 shall be deemed to refer to the effective date of such Incremental Facility Amendment) and the delivery of customary legal opinions. The proceeds of the Incremental Facilities or the Incremental Commitments will be used for working capital and other general corporate purposes. Notwithstanding any provision to the contrary contained herein, if a Subsidiary (other than the Borrower) shall, at the time of any proposed Incremental Term Facility to be provided by Farm Credit Lenders, own assets consistent with those set forth in Section 4.2 5.17(c) and (d), and which the CoBank TL Lead Arranger deems eligible assets for purposes of this Agreement and the proposed Incremental Term Facility then, at the Borrower’s sole election, such Subsidiary may be joined as an additional borrower under this Agreement subject to the establishment conditions of Incremental Facilities have been satisfied as subsection 2.8 and such other joinder documentation and related terms and conditions to be agreed upon by the Administrative Agent, the CoBank TL Lead Arranger and the Credit Parties; provided that, it is understood and agreed that satisfaction of such dateconditions and such joinder may be a condition precedent to the closing and funding of the proposed Incremental Term Facility if so requested by the financial institutions providing the proposed Incremental Term Facility. (e) In the case of any Incremental Term Facility the proceeds of which are to be used to finance a substantially concurrent Limited Condition Transaction, to the extent the Company has made an LCT Election, notwithstanding anything in this subsection 2.6 or subsection 6.2 to the contrary, the provisions set forth in subsection 1.8 shall apply; provided that no Specified Default shall exist and be continuing immediately before and after the incurrence of any such Incremental Term Facility.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Dateat any time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request on one or more tranches occasions pursuant to an Incremental Facility Amendment add one or more new Classes of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new Class or increase, an “Incremental Facility” and any loans hereunder (collectivelymade pursuant to an Incremental Facility, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that that: (i) no Incremental Commitment in respect of any Incremental Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, Administrative Agent may reasonably agree); (ii) except as the final stated maturity date Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such tranche of Incremental Facilities Lender (it being agreed that the Borrower shall not be earlier than obligated to offer the Maturity Date opportunity to any Lender to participate in effect at the time such any Incremental Facilities are entered into, Facility); (iii) such tranche no Incremental Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, Commitment or Incremental Term Loan; (iv) such except as otherwise permitted herein (including with respect to margin, pricing, maturity and fees), the terms of any Incremental Facilities shall Facility, if not beconsistent with those applicable to any then-existing Term Loans (as reasonably determined by the Borrower and the Administrative Agent), and shall must either, at the option of the Borrower, (x) not be permitted materially more restrictive to be, guaranteed the Borrower and its Restricted Subsidiaries (as determined by any Subsidiary of Holdings that is not a Guarantor under this Agreement and the Borrower in good faith) than (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), when taken as a whole, shall be substantially ) those contained in the same as, or less favorable to the Lenders or Additional Lenders Loan Documents (as defined below) providing such Incremental Facilities, other than those any terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions which are applicable only to periods after the latest then-existing Latest Maturity Date of the Revolving Loans Date), (y) be conformed (or (iiadded) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all the existing Term Lenders (which may be accomplished with the consent of or, as applicable, the Administrative Agent and (i.e., by conforming or adding a term to the Lead Borrower and then-outstanding Term Loans pursuant to the applicable Incremental Facility Amendment, it being understood that, without limitation, any amendment or modification to the Loan Documents that solely adds one or more terms for the benefit of the existing Term Lenders shall not require the consent of any Lenders)such existing Term Lender or (z) reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Lead Borrower in its reasonable discretiongood faith); (v) solely with respect to any Incremental Term Loans that are pari passu with the Initial Term Loans in right of payment and with respect to security and that are incurred following the Amendment No. 1 Effective Date, the Effective Yield applicable thereto may not be more than 0.50% higher than the Effective Yield applicable to the Initial Term Loans (with the Effective Yield of all Initial Term Loans calculated based on the Effective Yield of the Additional Initial Term Loans) unless the Applicable Rate (and/or, as provided in the proviso below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the Effective Yield with respect to such Incremental Facilities shallFacility, minus 0.50% (this clause (v), the “MFN Protection”); provided, further, that any increase in Effective Yield to any Initial Term Loan due to the application or imposition of an Alternate Base Rate floor or LIBO Rate floor on any Incremental Term Loan may be effected, at the election option of the Lead Borrower, be available through an increase in dollars (or in one implementation of, as applicable) any Alternate Base Rate floor or more Alternative Currencies.LIBO Rate floor applicable to such Initial Term Loan; (bvi) Each notice from subject to the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detailPermitted Earlier Maturity Indebtedness Exception, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements final maturity date with respect to each Mortgaged Property, each in form and substance reasonably satisfactory any Incremental Term Loans shall be no earlier than the Initial Term Loan Maturity Date; (vii) subject to the Administrative Agent. The Lenders hereby irrevocably authorize Permitted Earlier Maturity Indebtedness Exception or as expressly provided in clause (xiv) below, the Administrative Agent Weighted Average Life to enter into such Incremental Amendments. The effectiveness Maturity of any Incremental Amendment Facility shall be subject no shorter than the remaining Weighted Average Life to the satisfaction Maturity of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower Initial Term Loans on the date on which of incurrence of such Incremental Facilities are entered into that Facility (without giving effect to any prepayments of the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.Initial Term Loans); (viii) [reserved]; (ix) [reserved];

Incremental Facilities. (a) The Lead So long as no Event of Default under Section 9.1 (a) or (f) exists or would arise therefrom (provided that, to the extent the proceeds of Term Loans made pursuant to any Incremental Commitment will be used to consummate a Limited Condition Transaction, the requirement that there be no Event of Default under Section 9.1(a) or (f) shall only be required to be satisfied on the date on which definitive agreements with respect to such Limited Condition Transaction are entered into), the Borrower mayshall have the right, at any time and from time to time after the Fourth Restatement First Incremental Amendment Effective Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”) or one or more additional tranches and (ii) to increase the Existing Term Loans by requesting new term loan commitments to be added to an Existing Term Tranche of revolving commitments hereunder Term Loans (collectively, the “Incremental Revolving Supplemental Term Loan Commitments” and, together with any the Incremental Term LoansLoan Commitments, the “Incremental FacilitiesCommitments”); , provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 2.6 shall not exceed, at the time the respective Incremental Commitment becomes effective (A) the greater of $450 million and 60.0% of EBITDA (for the Measurement Period applicable at the time of the incurrence of such Indebtedness) plus (B) the maximum aggregate principal amount (as of the date of incurrence of any such Indebtedness and after giving pro forma effect to the incurrence thereof and the application of the net proceeds therefrom (or as of the date of the initial borrowing of such Indebtedness after giving pro forma effect to the incurrence of the entire committed amount of such Indebtedness)) that can be incurred without exceeding a First Lien Indebtedness to EBITDA Ratio for the Borrower of 4.50 to 1.00 (it being understood that for purposes of determining compliance under this clause (i)(B), except as provided in clause (z) of the last proviso of this Section 2.6(a)(i), any Indebtedness incurred under this clause (i)(B) (whether or not secured), other than Revolving Credit Agreement Indebtedness, will be included in the amount of First Lien Indebtedness for purposes of calculating the First Lien Indebtedness to EBITDA Ratio); (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i)(B) above, the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment or compliance with the financial test set forth in such clause (together with calculations demonstrating compliance with such test), as applicable, and (iii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (i)(A) above, the Borrower shall have delivered a certificate to the Administrative Agent, certifying the amount of the available basket in such clause to be used for the incurrence of such Incremental Commitment; provided further that (x) the Borrower may elect to use capacity under clause (i)(B) above prior to using capacity under clause (i)(A) above, (y) that any portion of any Incremental Commitments incurred in reliance on clause (i)(A) above shall be reclassified (including for purposes of clause (26) of the definition of “Permitted Liens”), as the Borrower may elect from time to time, as incurred under clause (i)(B) if the Borrower meets the applicable First Lien Indebtedness to EBITDA Ratio at such time, on a pro forma basis and (z) any amounts incurred under clause (i)(A) above, concurrently incurred with, or in a single transaction or series of related transactions with, amounts incurred under clause (i)(B) above or under clause (26) of the definition of “Permitted Liens” will not count as indebtedness for the purposes of calculating the First Lien Indebtedness to EBITDA Ratio to determine availability at such time under clause (i)(B) or capacity under clause (26) of the definition of “Permitted Liens”). Any loans made in respect of any such Incremental Commitment (other than Supplemental Term Loan Commitments) shall be made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Section 2.6 shall be in a minimum aggregate amount of Commitment Increases made pursuant at least $15.0 million and in integral multiples of $5.0 million in excess thereof or such lower minimum amounts or multiples as agreed to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower Agent, in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currenciesreasonably discretion from time to time. (b) Each notice request from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.6 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called bank or other financial institution, an “Additional Lender” and”); provided that if such Additional Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, together with the existing Lenders providing consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required (it being understood that any such Additional Lender that is an Affiliated Lender shall be subject to the provisions of Section 11.6(h), mutatis mutandis, to the same extent as if such Incremental Facilities at Commitments and related Obligations had been obtained by such timeLender by way of assignment). (c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Term Loan Tranche to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit G (the “Incremental LendersIncrease Supplement”) or by each Additional Lender substantially in the form attached hereto as Exhibit H (the “Lender Joinder Agreement”). Incremental Facilities , as the case may be, which shall be established delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan. (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrower and each Additional Lender. An Incremental Commitment Amendment may, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the Lead BorrowerAdministrative Agent, to effect the provisions of this Section 2.20. Without limiting 2.6; provided, however, that (i) (A) the foregoing, upon the reasonable request Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent prior Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral securing, so long as any Tranche G Term Loans are outstanding, the Tranche G Term Loans and, so long as any Tranche H Term Loans are outstanding, the Tranche H Term Loans (so long as any such Incremental Commitments (and related Obligations) secured on a junior basis are subject to the Collateral Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement, as applicable), (B) the Incremental Commitments and Guarantee Release Dateany incremental loans drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the Borrower’s option) junior to, so long as any Tranche G Term Loans are outstanding, the Lead Borrower shall cause Tranche G Term Loans and, so long as any Tranche H Term Loans are outstanding, Tranche H Term Loans and (C) no Incremental Commitment Amendment may provide for (I) any Incremental Commitment or any Incremental Loans to be delivered mortgage modifications secured by any Collateral or other assets of any Loan Party that do not also secure the Term Loans (other than the proceeds of Incremental Loans which are subject to an escrow or similar arrangement and title endorsements with any related deposit of Cash or Cash Equivalents to cover interest and premium in respect to each Mortgaged Propertyof such Incremental Loans) and (II) (x) so long as any Tranche G Term Loans are outstanding, each in form and substance reasonably satisfactory any mandatory prepayment provisions that do not also apply to the Administrative Agent. The Lenders hereby irrevocably authorize Term Loans (other than Incremental Term Loans secured on a junior basis by the Administrative Agent to enter into such Incremental Amendments. The effectiveness Collateral or ranking junior in right of any Incremental Amendment payment, which shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for the satisfaction of Tranche G Term Loans than such Incremental Term Loans as contemplated by the conditions as the parties thereto shall agree andproviso appearing in Section 4.4(c)) (other than, in the case of an any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Indebtedness permitted hereunder), provided that (subject to clause (iii) below) any Incremental Amendment Term Loans may provide for more favorable amortization payments than the Tranche G Term Loans and (y) so long as any Tranche H Term Loans are outstanding, any mandatory prepayment provisions that do not also apply to the Term Loans (other than Incremental Term Loans secured on a junior basis by the Collateral or ranking junior in right of payment, which an Eligible Assignee is party shall be subject to junior prepayment provisions) on a pro rata basis (or otherwise provide for more favorable prepayment treatment for the Tranche H Term Loans than such Incremental Term Loans as an Additional Lendercontemplated by the proviso appearing in Section 4.4(c)) (other than, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of any customary bridge financing, prepayments of such bridge financing from the issuance of equity or other Indebtedness permitted hereunder), provided that (subject to clause (iii) below) any Incremental Revolving CommitmentsTerm Loans may provide for more favorable amortization payments than the Tranche H Term Loans; (ii) no Lender will be required to provide any such Incremental Commitment unless it so agrees; (iii) the maturity date and the weighted average life to maturity of such Incremental Term Loan Commitments shall be no earlier than or shorter than, as the case may be, the Swingline Lender later of (x) so long as any Tranche G Term Loans are outstanding, the Tranche G Term Loan Maturity Date or the weighted average life to maturity of the Tranche G Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Tranche G Term Loan Maturity Date or the weighted average life to maturity of the Tranche G Term Loans, as applicable) and each Issuing Bank. Nothing contained (y) so long as any Tranche H Term Loans are outstanding, the Tranche H Term Loan Maturity Date or the weighted average life to maturity of the Tranche H Term Loans, as applicable (other than an earlier maturity date and/or shorter weighted average life to maturity for customary bridge financings, which, subject to customary conditions, would either be automatically converted into or required to be exchanged for permanent financing which does not provide for an earlier maturity date or a shorter weighted average life to maturity than the Tranche H Term Loan Maturity Date or the weighted average life to maturity of the Tranche H Term Loans, as applicable); (iv) the interest rate margins and amortization schedule applicable to the loans made pursuant to the Incremental Commitments shall be determined by the Borrower and the applicable Additional Lenders; provided that in this the event that the applicable interest rate margins for any syndicated first lien floating rate Incremental Term Loans denominated in Dollars, the principal amount of which exceeds the greater of $400.0 million and 50.0% of EBITDA for the then applicable Measurement Period, that are secured on a pari passu basis by the Collateral securing the Secured Obligations and with a Stated Maturity that is earlier than 12 months following the Tranche H Term Loan Maturity Date Incurred by the Borrower pursuant to clause (i)(B) of the first proviso of Section 2.20 2.6(a), made on or prior to the 12-month anniversary of the Tenth Amendment Closing Date, are higher than the applicable interest rate margin for Tranche H Term Loans by more than 75 basis points, then the Applicable Margin for Tranche H Term Loans shall constitutebe increased (the “Increased Amount”) to the extent necessary so that the applicable interest rate margin for the Tranche H Term Loans is equal to the applicable interest rate margins for such Incremental Term Loan Commitment minus 75 basis points; provided, further that, in determining the applicable interest rate margins for the Tranche H Term Loans and the Incremental Term Loans, (A) original issue discount (“OID”) or otherwise be deemed upfront fees payable generally to be, a commitment on the part all participating Additional Lenders in lieu of any Lender to provide Incremental Facilities, at any time. OID (c) The entry into any Incremental Facilities hereunder shall require and which shall be deemed to constitute like amounts of OID) payable by the Borrower to the Lenders under the Tranche H Term Loans or any Incremental Term Loan in the initial primary syndication thereof shall be a representation included (with OID and warranty by each Borrower upfront fees being equated to interest based on an assumed four-year life to maturity); (B) any arrangement, structuring or other fees payable in connection with the Incremental Term Loans that are not shared with all Additional Lenders providing such Incremental Term Loans shall be excluded; (C) any amendments to the Applicable Margin on the date on which Tranche H Term Loans that became effective subsequent to the Tenth Amendment Closing Date but prior to the time of such Incremental Facilities are entered into that Term Loans shall also be included in such calculations; (D) if the conditions set forth Incremental Term Loans include an interest rate floor greater than the interest rate floor applicable to the Tranche H Term Loans, such increased amount shall be equated to the applicable interest rate margin for purposes of determining whether an increase to the Applicable Margin for the Tranche H Term Loans shall be required, to the extent an increase in this Section 2.20 the interest rate floor for the Tranche H Term Loans would cause an increase in the interest rate then in effect thereunder, and in Section 4.2 such case the interest rate floor (but not the Applicable Margin) applicable to the establishment Tranche H Term Loans shall be increased by such amount; (E) if the Incremental Term Loans include an interest rate floor lower than the interest rate floor applicable to the Tranche H Term Loans or do not include any interest rate floor, to the extent a reduction in the interest rate floor for such Tranche H Term Loans would cause a reduction in the interest rate then in effect thereunder, an amount equal to the difference between the interest rate floor applicable to the Tranche H Term Loans and the interest rate floor applicable to such Incremental Term Loans (which shall be deemed to equal 0% for any Incremental Term Loans without any interest rate floor), but which in any event shall not exceed the maximum amount by which a reduction in the interest rate floor applicable to the Tranche H Term Loans would cause a reduction in the interest rate then in effect thereunder, shall reduce the applicable interest rate margin of the applicable Incremental Facilities have been satisfied Terms Loans for purposes of determining whether an increase to the Applicable Margin for such Tranche H Term Loans shall be required, and (F) if the applicable Tranche H Term Loans include a pricing grid the interest rate margins in such pricing grid which are not in effect at the time the applicable Incremental Commitments become effective shall also each be increased by an amount equal to the Increased Amount; (v) such Incremental Commitment Amendment may provide (1) for the inclusion, as appropriate, of such date.Additional Lenders in any required vote or action of the Required Lenders or of the Lenders of each Tranche hereunder, (2) for class voting and other class protections for any additional credit facilities, and (3) for the amendment of the definition of “Disqualified Stock,” in each case only to extend the maturity date and the weighted average life to maturity requirements, from the Tranche G Term Loan Maturity Date and/or Tranche H Term Loan Maturity Date, as applicable, and the weighted average li

Incremental Facilities. (a) The Lead Borrower may, At any time during the period from time to time and after the Fourth Restatement Effective Closing Date through but excluding the date that is the 4 year anniversary of the Closing Date, by notice at the option of Borrowers (but subject to the Administrative Agent conditions set forth in clause (whereupon b) below), the Administrative Agent shall promptly deliver a copy to each Commitments and the Revolving Loan Limit may be increased by an amount in the aggregate for all such increases of the LendersCommitments and the Revolving Loan Limit not to exceed the Available Increase Amount (each such increase, an “Increase”). In response to a request for an Increase, request one Lender, in its sole and absolute discretion, may choose to increase its Commitments and the Revolving Loan Limit or more tranches of term loans hereunder decline such Increase, in whole or in part (collectively, it being understood that the “Incremental Term Loans”Lender shall not be obligated to increase its Commitments or Revolving Loan Limit) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together in connection with any Incremental Term Loanssuch proposed Increase. Any Increase shall be in an amount of at least $4,000,000 and integral multiples of $1,000,000 in excess thereof. In no event may the Commitments and the Revolving Loan Limit be increased pursuant to this Section 2.12 on more than 2 occasions in the aggregate for all such Increases. Additionally, for the “Incremental Facilities”); provided avoidance of doubt, it is understood and agreed that (i) in no event shall the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant the Increases to the Commitments exceed $10,000,000. (b) Each of the following shall be conditions precedent to any Increase of the Commitments and the Revolving Loan Limit in connection therewith: (i) Lender shall have agreed in writing to provide the applicable Increase in an amendment to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, Agreement, (ii) each of the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date conditions precedent set forth in effect at the time such Incremental Facilities Section 3.2 are entered into, satisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Lender an updated Form U-1, duly executed and delivered by the Borrowers, together with such tranche other documentation as Lender shall reasonably request, in order to enable Lender to comply with any of Incremental Facilities shall rank pari passu in right the requirements under Regulations T, U or X of payment with the Revolving Loans, Board of Governors, (iv) such Incremental Facilities shall not beBorrowers have delivered to Lender updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of the applicable Increase, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and and (v) Unless otherwise agreed in writing between the termsBorrowers and Lender, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders interest rate margins with respect to the Revolving Loans (except (i) for covenants or other provisions to be made pursuant to the increased Commitments shall be the same as the interest rate margin applicable only to periods after Revolving Loans hereunder immediately prior to the latest Maturity Date applicable date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent effectiveness of the Administrative Agent increased Commitments and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative CurrenciesRevolving Loan Limit. (bc) Each notice from Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall be deemed, unless the Lead Borrower context otherwise requires, to include Revolving Loans made pursuant to clause (a) of the increased Commitments and Revolving Loan Limit pursuant to this Section 2.20 shall set forth the requested amount and2.12. (d) The Revolving Loans, in reasonable detailCommitments, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be and Revolving Loan Limit established pursuant to an amendmentthis Section 2.12 shall constitute Revolving Loans, restatement or amendment Commitments, and restatement (an “Incremental Amendment”) of this Agreement andRevolving Loan Limit under, as appropriateand shall be entitled to all the benefits afforded by, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriateDocuments, in the reasonable opinion of the Administrative Agent and the Lead Borrowershall, to effect the provisions of this Section 2.20. Without without limiting the foregoing, upon benefit equally and ratably from any guarantees and the reasonable request of security interests created by the Administrative Agent prior Loan Documents. Borrowers shall take any actions reasonably required by ▇▇▇▇▇▇ to ensure and demonstrate that the Collateral Liens and Guarantee Release Date, security interests granted by the Lead Borrower shall cause Loan Documents continue to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to perfected under the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, UCC or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 after giving effect to the establishment of Incremental Facilities have been satisfied as of any such datenew Commitments and Revolving Loan Limit.

Incremental Facilities. (a) The Lead Borrower may, at any time or from time to time after the Fourth Restatement Effective Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more additional tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or (ii) one or more additional tranches increases in the amount of revolving commitments hereunder the Revolving Credit Commitments (collectivelyeach such increase, the an “Incremental Revolving Commitments” and, Commitment Increase”) and together with any the Incremental Term Loans, the “Incremental Facilities”); , provided that both at the time of any such request and after giving effect to the effectiveness of any Incremental Amendment referred to below, no Default or Event of Default shall exist or would exist after giving effect thereto (i) or, in the aggregate amount case of an Incremental Facility the proceeds of which will be used to finance a Permitted Acquisition or other Investment or repayment of Indebtedness that requires an irrevocable prepayment or redemption notice, only to the extent required by the providers of such Incremental FacilitiesFacility (provided that at a minimum there shall be a no payment or bankruptcy event of default condition)) and at the time that any such Incremental Term Loan or Incremental Revolving Commitment Increase is made or effected (and after giving effect thereto), taken together with all the conditions in Section 7.1 shall be satisfied. (b) Each tranche of Incremental Facilities previously incurred pursuant to this Section 2.20 Term Loans and each Incremental Revolving Commitment Increase shall be in the aggregate principal amount that is not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). (c) The aggregate principal amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of all Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such exceed $750,000,000. (d) The Incremental Facilities are entered into, Term Loans (iiii) such tranche of Incremental Facilities shall rank pari passu in right of payment and of security with the Revolving Credit Loans, all Term Loans and all Term C Loans, (ii) shall not mature earlier than the Latest Maturity Date, (iii) shall have interest rates, interest margins, rate floors, fees, funding discounts, premiums and amortization schedules determined by the Borrower and the lenders thereof and (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those may have terms and conditions applicable to different from those of the Lenders other Term Loans; provided that, except with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or differences set forth in clauses (ii) and (iii) above, any differences must be reasonably acceptable to the extent such Administrative Agent; provided, further that the Yield on any tranche of Incremental Term Loans does not exceed the Yield on the initial Term Loans or the Term C Loans by more favorable terms are incorporated into than 50 basis points per annum, unless the Loan Documents for interest rate on the benefit of all existing Lenders (which may be accomplished with initial Term Loans and the consent Term C Loans, as applicable, is increased on or prior to the date of the Administrative Agent and the Lead Borrower and without the consent incurrence of any Lenders)) as determined by the Lead Borrower such Incremental Term Loans in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currenciesorder to comply with this proviso. (be) [Reserved]. (f) [Reserved]. (g) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.14 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesFacility. Incremental Facilities Term Loans may be made made, and Incremental Revolving Commitment Increases may be provided, by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Facility); provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or by any Eligible Assignee (any Additional Lender’s making such Eligible Assignee Incremental Term Loans or providing such Incremental Facilities at Revolving Commitment Increases if such time being called consent would be required under Section 13.6(b) for an “assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender” and. (h) Commitments in respect of Incremental Term Loans and Incremental Revolving Commitment Increases shall become Commitments (or in the case of an Incremental Revolving Commitment Increase to be provided by an existing Lender with a Revolving Credit Commitment, together with the existing Lenders providing an increase in such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established Lender’s applicable Revolving Credit Commitment) under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of to this Agreement (which shall be substantially in the form of Exhibit K to this Agreement) and, as appropriate, the other Loan Credit Documents, executed by the Lead Borrower, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative AgentAgent (notwithstanding any provision to the contrary in Section 13.1 of this Agreement). The Incremental Amendment may, in each subject to Section (e) and (f)) as the case may be, without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior (notwithstanding any provision to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each contrary in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental AmendmentsSection 13.1 of this Agreement). The effectiveness of any Incremental Amendment shall be subject to the satisfaction on the date thereof of the conditions in Section 2.14(a) and such other conditions as the parties thereto shall agree andagree. The Borrower may use the proceeds of the Incremental Term Loans and Incremental Revolving Commitment Increases for any purpose not prohibited by this Agreement. (i) Unless it so agrees, the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any Incremental Facility. Upon each increase in the case Revolving Credit Commitments, each Lender with a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Incremental Revolving Commitment Increase (each an “Incremental Revolving Commitment Increase Lender”) in respect of such increase, and each such Incremental Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Revolving Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Revolving Letters of Credit held by each Lender with a Revolving Credit Commitment (including each such Incremental Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Lenders represented by such Lender’s Revolving Credit Commitment. If, on the date of any increase in the Revolving Credit Commitments pursuant to an Incremental Amendment Revolving Commitment Increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the effectiveness of such Incremental Revolving Commitment Increase be prepaid from the proceeds of additional Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 2.11. The Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (ii) At the option of the Borrower and the Lenders providing such Incremental Revolving Commitment Increases, any Incremental Revolving Commitment Increases may be in the form of one or more separate classes of revolving credit commitments (the “New Revolving Credit Commitments”) which shall constitute a separate Class of Commitments from the Revolving Credit Commitments and/or any other New Revolving Credit Commitments (each such separate Class of New Revolving Credit Commitments, a “New Revolving Credit Series” and each Loan thereunder, a “New Revolving Credit Loan”) and the related Loans shall constitute a separate Class of Loans from the Revolving Credit Loans, and/or any other New Revolving Credit Loans (it being understood that New Revolving Credit Commitments of a single New Revolving Credit Series may be established on more than one date); provided that: (A) each tranche of New Revolving Credit Commitments shall be in an Eligible Assignee is party aggregate principal amount of not less than $25,000,000 (provided that such amount may be less than $25,000,000 if such amount represents all remaining availability under the limit set forth in Section 2.14(c) above); (B) the terms of such New Revolving Credit Commitments, except for (w) the tenor of the New Revolving Credit Commitments (which shall have a scheduled expiration date no earlier than the Maturity Date), (x) the size of any letter of credit subfacilities under such New Revolving Credit Commitments, (y) the applicable interest rates, interest margins, rate floors, premiums, funding discounts and fees payable with respect to such New Revolving Credit Commitments and (z) the borrowing, repayment and termination of Commitment procedures (in each case which shall be as an Additional Lenderspecified in the applicable Incremental Amendment), shall be similar to the consent terms of the Revolving Credit Commitments (not unless otherwise consented to be unreasonably withheld or delayed) of by the Administrative Agent, and, solely in ); provided that the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment Yield on the part New Revolving Credit Commitments does not exceed the Yield on the initial Revolving Credit Commitments by more than 50 basis points, unless the interest rate on the initial Revolving Credit Commitments is increased on or prior to the date of any Lender the incurrence of such New Revolving Credit Commitments in order to provide Incremental Facilities, at any time.comply with this proviso; and (cC) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to connection with the establishment of Incremental Facilities have been satisfied as any New Revolving Credit Commitments that will include letter of credit subfacilities, any amendment to this Agreement pursuant to this Section 2.14(i)(ii) may include provisions relating to letters of credit issued thereunder, which issuances shall be on terms similar (except for the overall size of such datesubfacilities and the identity of the letter of credit issuer, and borrowing, repayment and termination of commitment procedures, in each case which shall be specified in the applicable Incremental Amendment) to the terms relating to Letters of Credit with respect to the Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent and any applicable letter of credit issuer thereunder.

Incremental Facilities. (a) The Lead Borrower maySo long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, from time to time after the Fourth Restatement Effective Date, by notice and subject to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans hereunder (collectivelyterms and conditions set forth herein, the “Incremental Borrower shall have the right to incur additional Indebtedness under this Agreement in the form of increases to the Tranche B Term Loans”) Facility or Revolving Facility or one or more additional tranches of revolving commitments hereunder Tranche B Term Loans or Revolving Loans (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Additional Loans, the “Incremental Facilities”) in an aggregate principal amount not to exceed One Hundred Fifty Million Dollars ($150,000,000); provided that that, (ia) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Revolving Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be increased hereunder by more than $50,000,000, (b) the Additional Loans shall constitute Obligations and will be secured and guaranteed with the other Obligations on a pari passu basis therewith, (c) the Additional Loans shall have substantially the same terms (other than pricing with respect to additional tranches) as the existing Tranche B Term Loans or Revolving Loans, as the case may be, (d) the Additional Loans shall have a final maturity date no earlier than the Term Loan Maturity Date in effect at or the time such Incremental Facilities are entered intoRevolving Termination Date, (iii) such tranche as the case may be, and the remaining weighted average life of Incremental Facilities the Additional Loans shall rank pari passu in right not be shorter than the remaining weighted average life of payment with the Tranche B Term Loans or Revolving Loans, (iv) such Incremental Facilities shall not as the case may be, (e) each such Additional Loan shall be in a minimum of $25,000,000 and shall not be permitted to beintegral multiples of $5,000,000 in excess thereof, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (vf) the termsAdditional Loans shall be obtained from existing Lenders or from other banks, conditions and documentation governing such Incremental Facilities financial institutions or investment funds, in each case in accordance with the terms set forth below, (g) the proceeds of the Additional Loans will be used for general corporate purposes that do not conflict with the provisions of this Agreement, including, without limitation, all representationsthe refinancing of the 6 5/8% Senior Notes or the Senior Convertible Notes, covenants, defaults, guaranties (h) the Borrower shall execute a note in form and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable substance reasonably satisfactory to the Lenders Administrative Agent in favor of any new Lender or any existing Lender requesting a note to evidence its Additional Lenders (as defined below) providing such Incremental FacilitiesLoans, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants the conditions to extensions of credit in Section 6.2 shall have been satisfied or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or waived, (iij) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice shall have received from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount andan officer’s certificate, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that, after giving effect to the Additional Loans on a pro forma basis, (x) the Borrower will be in compliance with the financial covenants set forth in Sections 8.1(a) and (b), and (y) no Default or Event of Default shall exist and be continuing or shall result therefrom, and (l) the Administrative Agent shall have received legal opinions, board resolutions and other documentation as reasonably required by the Joint Lead Arrangers and consistent with those delivered on the Closing Date under Section 6.1 and such additional documents and filings (including amendments to the Security Documents and title endorsement bring downs) as the Joint Lead Arrangers may reasonably require to assure that the Additional Loans are secured by the Collateral ratably with the existing Loans. The Participation in the Additional Loans shall be offered first to each of the existing Lenders hereby irrevocably authorize in the applicable Facility, but each such Lender shall have no obligation to provide all or any portion of the Additional Loans. If the amount of the Additional Loans shall exceed the commitments which the existing Lenders are willing to provide with respect to the Additional Loans, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of the Additional Loans not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such Incremental Amendmentsjoinder or accession agreements to give effect thereto as the Administrative Agent may reasonably request. The effectiveness of any Incremental Amendment shall be subject Administrative Agent is authorized to the satisfaction enter into, on behalf of the conditions as Lenders, any amendment to this Agreement or any other Loan Documents with the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the Borrower’s consent (not to be unreasonably withheld or delayedwithheld) as may be necessary to incorporate the terms of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeAdditional Loans therein. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Dateearlier of (i) the date on which the Delayed Draw Term Loans have been fully borrowed and (ii) the date on which the Delayed Draw Commitment has expired (unless, in the case of clause (w) below the Borrower terminates such Delayed Draw Commitment), upon notice by notice the Borrower to the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (whereupon such Person (other than the Administrative Agent shall promptly deliver a copy to each Borrower or an Affiliate of the Lenders), request one or more tranches of term loans hereunder (collectivelyBorrower) appointed by the Borrower after consultation with the Blackstone Credit Representative, the “Incremental Term LoansArranger”) or one or more additional tranches of revolving commitments hereunder specifying the proposed amount thereof, request (collectivelyi) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (a “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental FacilitiesCredit Commitment Increase”); provided that (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Revolving Credit Commitment Increases made pursuant to Section 2.19, does may not exceed $250,000,00010,000,000 (which, for the avoidance of doubt, shall be part of, and not in addition to, the Cash-Capped Incremental Facility), (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the final stated maturity date of such tranche of Incremental Facilities shall not same terms as, and become part of, the Term Loan Tranche proposed to be earlier than the Maturity Date increased hereunder (except as otherwise provided in effect at the time such Incremental Facilities are entered intoclause (d) below with respect to amortization)) (each, a “Term Commitment Increase”), and (iii) the addition of one or more new term loan facilities, in each case (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Commitment” and together with the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed the sum of (w) $25,000,000 (the “Cash-Capped Incremental Facility”) provided, that the Blackstone Credit Representative shall be given the Right of First Refusal to provide such tranche Cash-Capped Incremental Facility, (x) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Leverage Requirement is satisfied plus (y) an amount equal to all voluntary prepayments of Incremental Facilities shall rank pari passu Term Loans (including for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the Initial Term Loans) made pursuant to Section 2.05(a) and repurchases of pari passu Term Loans made pursuant to the terms hereof and voluntary prepayments of Revolving LoansCredit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), in each case, to the extent not funded with the proceeds of long-term Indebtedness (other than, to the extent funded with the proceeds of the Revolving Credit Loans or any other revolving facility) (the “Prepayment-Based Incremental Facility”) (such sum, at any such time and subject to Section 1.02(i), the “Incremental Amount”) minus (z) the outstanding principal balance of all loans and all unfunded commitments constituting part of the Incremental Equivalent Debt; provided, that the aggregate of all Revolving Credit Commitment Increases may not exceed $10,000,000; provided, further, that for purposes of any New Loan Commitments established pursuant to this Section 2.14 and Incremental Equivalent Debt issued pursuant to Section 2.15, (ivA) such at the Borrower’s option, the Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facilities shall not beFacility (to the extent permitted thereby) prior to utilization of the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and the Borrower shall be deemed to have used the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility, (B) New Loan Commitments pursuant to this Section 2.14 and Incremental Equivalent Debt pursuant to Section 2.15 may be incurred under the Cash-Capped Incremental Facility, the Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under the Cash-Capped Incremental Facility, the Ratio-Based Incremental Facility and the Prepayment-Based Incremental Facility may be utilized in a single transaction or series of related transactions by first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment- Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) the Borrower may redesignate all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility as having been incurred under the Ratio-Based Incremental Facility so long as, at the time of such redesignation, the Borrower would be permitted to incur the aggregate principal amount of Indebtedness being so redesignated under the Ratio-Based Incremental Facility (which, for the avoidance of doubt, shall have the effect of reducing the aggregate principal amount outstanding under the Cash-Capped Incremental Facility by the amount of such redesignated Indebtedness). The Borrower may designate any Incremental Arranger of any New Loan Commitments with such titles under the New Loan Commitments as Borrower may deem appropriate. (b) Any Lender approached to participate in any New Loan Commitments or Revolving Credit Commitment Increase may elect or decline, in its sole discretion, to participate in such increase or new facility. The Borrower may also invite additional Eligible Assignees reasonably satisfactory to the Incremental Arranger and, solely in connection with a Revolving Credit Commitment Increase, with the consent of the Blackstone Credit Representative, the Ally Representative, Administrative Agent and each L/C Issuer (to the extent the consent of any of the foregoing would be required to assign Revolving Credit Loans to such Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement. Neither the Administrative Agent nor the Collateral Agent (in their respective capacities as such) shall be required to execute, accept or acknowledge any joinder agreement pursuant to this Section 2.14 and such execution shall not be required for any such joinder agreement to be effective (but a copy of such joinder shall be provided to the Administrative Agent); provided that, with respect to any New Loan Commitments, the Borrower must provide to the Blackstone Credit Representative, the Ally Representative and the Administrative Agent the documentation providing for such New Loan Commitments. Notwithstanding anything herein in the contrary, no Other Affiliate shall be permitted to beprovide any New Term Loan or New Term Commitment unless such Other Affiliate and such Indebtedness is subject to the provisions of Section 10.07(i) as if such Indebtedness had been assigned to such Other Affiliate. (c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Facility is added in accordance with this Section 2.14, guaranteed by the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or New Term Facility among the applicable Lenders. The Incremental Arranger shall promptly notify the applicable Lenders and the Administrative Agent of the final allocation of such increase or New Term Facility and the Increase Effective Date. In connection with (i) any Subsidiary increase in a Term Loan Tranche or (ii) any addition of Holdings that is not a Guarantor under New Term Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (v) which may be executed and delivered by the termsBorrower, conditions the Administrative Agent and documentation governing the Incremental Arranger (and the Lenders hereby authorize any such Incremental Facilities Arranger and the Administrative Agent to execute and deliver any such documentation)) in order to establish the New Term Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein. As of the Increase Effective Date, in the case of an increase to an existing Term Loan Tranche, any applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans shall be amended in a writing (includingwhich may be executed and delivered by the Borrower, without limitationthe Administrative Agent and the Incremental Arranger (and the Lenders hereby authorize any such Incremental Arranger and the Administrative Agent to execute and deliver any such documentation)) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Term Loan Tranche being made on such date, all representationssuch aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date. (d) With respect to any Revolving Credit Commitment Increase, covenantsTerm Commitment Increase or addition of New Term Facility pursuant to this Section 2.14, defaults(i) no Event of Default (subject to Section 1.02(i)) would exist after giving effect to such increase (except in connection with any acquisition or similar investment or Specified Change of Control transaction permitted under this Agreement, guaranties and remedies, but excluding economic termswhere no Event of Default under Section 8.01(a), taken as a whole, (f) or (g) shall be substantially the standard at the time of funding even in the case of the applicability of Section 1.02(i)); (ii) (A) in the case of any increase of the Revolving Tranche, the same asterms and conditions, including the Maturity Date, amortization or less favorable mandatory commitment reductions prior to the Lenders or Additional Lenders (as defined below) providing such Incremental FacilitiesMaturity Date, than those terms and conditions documentation, applicable to the Lenders Revolving Credit Facility shall apply, (B) in the case of any increase of a Term Loan Tranche, the final maturity of the Term Loans, New Term Loans or Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining Weighted Average Life to Maturity of, any other outstanding Term Loans, New Term Loans or Specified Refinancing Term Loans, as applicable; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt a, the Revolving Loans Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans, and (except (iC) for covenants or other provisions applicable only to periods after in the latest case of any New Term Facility, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Revolving Weighted Average Life to Maturity of such New Term Facility shall be no shorter than the then remaining Weighted Average Life to Maturity of any existing Term Loan Tranche; provided, that Extendable Bridge Loans/Interim Debt may have a maturity date earlier than the Latest Maturity Date of all then outstanding Term Loans and, with respect to Extendable Bridge Loans/Interim Debt a, the Weighted Average Life to Maturity thereof may be shorter than the then longest remaining Weighted Average Life to Maturity of any then outstanding Term Loans; (iii) except with respect to All-in Yield and as set forth in subclause (B) above with respect to final maturity and Weighted Average Life to Maturity, or otherwise as shall be reasonably satisfactory to the Incremental Arranger, any such New Term Facility shall have the same terms as the Term Facility, respectively; provided, that (iix) to the extent such terms (excluding pricing, which shall include, for the avoidance of doubt, any “most favored nation” pricing provisions) are more favorable to the existing Lenders than comparable terms are existing in the Loan Documents, such terms may be, in consultation with the Blackstone Credit Representative, the Ally Representative and the Administrative Agent, incorporated into the this Agreement (or any other applicable Loan Documents Document) for the benefit of all existing Lenders (which to the extent applicable to such Lender) without further amendment requirements, including, for the avoidance of doubt, at the option of the Borrower, any increase in the Applicable Rate relating to any existing Term Facility to bring such Applicable Rate in line with the New Term Facility to achieve fungibility with such existing Term Facility and (y) otherwise, may be accomplished with incorporated if reasonably satisfactory to the consent of Incremental Arranger, the Blackstone Credit Representative, the Ally Representative and the Administrative Agent and (iv) to the Lead Borrower and without the consent of any Lenders)) as determined extent reasonably requested by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars Arranger or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, the Incremental Arranger shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12, Section 6.14 and/or Section 6.16 with respect to the Borrower and each material Guarantor that is organized in a jurisdiction for which counsel to the Blackstone Credit Representative, the Ally Representative or the Administrative Agent advises that such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Incremental Arranger). Subject to the foregoing, the conditions precedent to each case such increase or New Loan Commitment shall be agreed to by the Lenders providing such increase or New Loan Commitment, as applicable, and the Borrower. (e) On the Increase Effective Date with respect to an increase to an existing Revolving Tranche, (x) each Revolving Credit Lender under such Revolving Tranche immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the consent increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Credit Lender’s participations hereunder in outstanding L/C Obligations relating to Letters of Credit issued (or arranged) under such Revolving Tranche such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in L/C Obligations under such Revolving Tranche will equal the percentage of the aggregate Revolving Credit Commitments under such Revolving Tranche of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment under such Tranche and (y) if, on the date of such increase, there are any other PersonRevolving Credit Loans outstanding under such Revolving Tranche, such Revolving Credit Loans shall on or prior to the Increase Effective Date be prepaid from the proceeds of Revolving Credit Loans under such Revolving Tranche made hereunder so that the Revolving Credit Loans are thereafter held by the Revolving Credit Lenders according to their Pro Rata Shares (after giving effect to the increase in Revolving Commitments) (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.06. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerLenders hereby agree that the minimum borrowing, to effect the provisions of pro rata borrowing and pro rata payment requirements contained elsewhere in this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior Agreement shall not apply to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory transactions effected pursuant to the Administrative Agentimmediately preceding sentence. The Lenders hereby irrevocably authorize additional Term Loans made under the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be Term Loan Tranche subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.increas

Incremental Facilities. (a) The Lead So long as no Event of Default under Subsection 9.1 (a) or (f) exists or would arise therefrom, the Borrower mayshall have the right, at any time and from time to time after the Fourth Restatement Effective Closing Date, by notice (i) to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request new term loan commitments under one or more tranches of new term loans hereunder loan credit facilities to be included in this Agreement (collectively, the “Incremental Term LoansLoan Commitments”) or one or more additional tranches of revolving and (ii) to increase the Existing Term Loans by requesting new term loan commitments hereunder to be added to an Existing Term Tranche (collectively, the “Incremental Revolving Supplemental Term Loan Commitments” and, together with any the Incremental Term LoansLoan Commitments, the “Incremental FacilitiesCommitments”); provided that that, (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Commitments permitted pursuant to this Section 2.20 Subsection 2.8 shall not exceed, at the time the respective Incremental Commitment becomes effective (and after giving effect to the Incurrence of Indebtedness in connection therewith and the aggregate application of proceeds of any such Indebtedness to refinancing other Indebtedness), an amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000that could then be Incurred under this Agreement in compliance with Subsection 8.1(b)(i), (ii) if any portion of an Incremental Commitment is to be incurred in reliance on clause (ii) of the final stated maturity date definition of such tranche of “Maximum Incremental Facilities Amount”, the Borrower shall not be earlier than have delivered a certificate to the Maturity Date Administrative Agent, certifying compliance with the financial test set forth in effect at the time such Incremental Facilities are entered into, clause (together with calculations demonstrating compliance with such test) and (iii) such tranche if any portion of an Incremental Facilities shall rank pari passu Commitment is to be incurred in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except reliance on clause (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) definition of “Maximum Incremental Facilities Amount”, the Borrower shall have delivered a certificate to the extent Administrative Agent, certifying the amount of the available basket in such more favorable terms are incorporated into the Loan Documents clause to be used for the benefit incurrence of all existing Lenders such Incremental Commitment. Any loans made in respect of any such Incremental Commitment (which may other than Supplemental Term Loan Commitments) shall be accomplished with the consent made by creating a new Tranche. Each Incremental Commitment made available pursuant to this Subsection 2.8 shall be in a minimum aggregate amount of at least $10,000,000 and in integral multiples of $5,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies). (b) Each notice request from the Lead Borrower pursuant to clause (a) of this Section 2.20 Subsection 2.8 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesCommitments. The Incremental Facilities Commitments (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank or financial institution (any such Eligible Assignee providing such Incremental Facilities at such time being called bank or other financial institution, an “Additional Incremental Lender” and”, and the Additional Incremental Lenders together with the any existing Lenders Lender providing such Incremental Facilities at such timeCommitments, the “Incremental Lenders”). ; provided that if such Additional Incremental Facilities Lender is not already a Lender hereunder or an Affiliate of a Lender hereunder or an Approved Fund, the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be established required (it being understood that any such Additional Incremental Lender that is an Affiliated Lender shall be subject to the provisions of Subsection 11.6(h), mutatis mutandis, to the same extent as if such Incremental Commitments and related Obligations had been obtained by such Lender by way of assignment). (c) Supplemental Term Loan Commitments shall become commitments under this Agreement pursuant to a supplement specifying the Tranche of Term Loans to be increased, executed by the Borrower and each increasing Lender substantially in the form attached hereto as Exhibit I-1 (the “Increase Supplement”) or by each Additional Incremental Lender substantially in the form attached hereto as Exhibit I-2 (the “Lender Joinder Agreement”), as the case may be, which shall be delivered to the Administrative Agent for recording in the Register. Upon effectiveness of the Lender Joinder Agreement each Additional Incremental Lender shall be a Lender for all intents and purposes of this Agreement and the term loan made pursuant to such Supplemental Term Loan Commitment shall be a Term Loan. (d) Incremental Commitments (other than Supplemental Term Loan Commitments) shall become commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitment Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead BorrowerBorrower and each applicable Incremental Lender. An Incremental Commitment Amendment may, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Borrower and the Lead BorrowerAdministrative Agent, to effect the provisions of this Section 2.20. Without limiting Subsection 2.8; provided, however, that (i) (A) the foregoing, upon the reasonable request Incremental Commitments will not be guaranteed by any Subsidiary of the Administrative Agent prior to Borrower other than the Subsidiary Guarantors, and will be secured on a pari passu or (at the Borrower’s option) junior basis by the same Collateral and Guarantee Release Date, securing the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into Second Lien Loan Document Obligations (so long as any such Incremental Amendments. The effectiveness of any Incremental Amendment shall be Commitments (and related Obligations) are subject to the satisfaction Term Loan Priority Collateral Intercreditor Agreement and a Junior Lien Intercreditor Agreement or an Other Intercreditor Agreement), (B) the Incremental Commitments and any incremental loans drawn thereunder (the “Incremental Loans”) shall rank pari passu in right of payment with or (at the conditions as Borrower’s option) junior to the parties thereto shall agree and, in the case of an Second Lien Loan Document Obligations and (C) no Incremental Commitment Amendment to which an Eligible Assignee is party as an Additional Lender, the consent may provide for (not I) any Incremental Commitment or any Incremental Loans to be unreasonably withheld secured by any Collateral or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part other assets of any Loan Party that do not also secure the Second Lien Loan Document Obligations and (II) so long as any Initial Term Loans are outstanding, any mandatory prepayment from the Net Cash Proceeds of Asset Dispositions (other than any Asset Disposition in respect of any assets, business or Person the acquisition of which was financed, all or in part, with Incremental Loans provided pursuant to such Incremental Commitment Amendment and the disposition of which was contemplated by any definitive agreement in respect of such acquisition) or Recovery Event or from Excess Cash Flow, to the extent the Net Cash Proceeds of such Asset Disposition or Recovery Event or such Excess Cash Flow are required to be applied to repay the Initial Term Loans pursuant to Subsection 4.4(e), on more than a ratable basis with the Initial Term Loans (after giving effect to any amendment in accordance with Subsection 11.1(d)(vi)); (ii) no Lender will be required to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.Commitment unless it so agrees; (iii) the

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Closing Date, upon notice by notice the Borrower to the Administrative Agent and the Person appointed by the Borrower to arrange an incremental Facility (whereupon such Person (who may be (i) the Administrative Agent shall promptly deliver a copy to each of Agent, if it so agrees or (ii) any other Person appointed by the LendersBorrower after consultation with the Administrative Agent), request one or more tranches of term loans hereunder (collectively, the “Incremental Term LoansArranger”) or specifying the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in any Tranche then outstanding (which shall be on the same terms as, and become part of, the Tranche proposed to be increased hereunder) (each, a “Commitment Increase”) and (ii) the addition of one or more additional tranches new term loan facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Facility”; and any advance made by a Lender thereunder, a “New Loan”; and the commitments thereof, the “New Commitments”) in an amount not to exceed the sum of (w) the greater of (A) $70,000,000 and (B) 100% of Four Quarter Consolidated EBITDA, minus the amount incurred prior to the date of incurrence thereof under the First Lien Cash-Capped Incremental Amount (and not reclassified in accordance with the provisions of the First Lien Credit Agreement) (the “Cash-Capped Incremental Facility”), (x) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Ratio-Based Requirement is satisfied and (y) an amount equal to (i) all voluntary prepayments and all repurchases and/or cancellations of (a) long term Indebtedness that is secured on a pari passu basis with the First Lien Loans or the Loans and (b) solely to the extent incurred under the Cash-Capped Incremental Amount or the First Lien Cash-Capped Incremental Amount, long term Indebtedness that is unsecured or secured on a junior basis to the Loans and (ii) all voluntary prepayments of (a) revolving commitments hereunder credit loans that are secured on a pari passu basis with the First Lien Loans or the Loans and (collectivelyb) solely to the extent incurred under the Cash-Capped Incremental Amount or the First Lien Cash-Capped Incremental Amount, revolving credit loans that are unsecured or secured on a junior basis to the Loans, in each case, to the extent accompanied by a corresponding, permanent reduction in the applicable revolving credit commitment, and in the case of each of clauses (i) and (ii), in an amount equal to the face amount of the principal amount voluntarily prepaid, repurchased and/or cancelled and to the extent not funded with the proceeds of (1) long term Indebtedness (excluding, for the avoidance of doubt, proceeds of any revolving credit facility (including the Revolving Credit Facility (as defined in the First Lien Credit Agreement)) or (2) any Asset Sale to the extent the assets subject to such Asset Sale constitute Collateral or Casualty Event in respect of any Collateral (or series of related Asset Sales or Casualty Events) (the “Prepayment-Based Incremental Facility”) (such sum, at any such time and subject to Section 1.02(i), the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental FacilitiesAmount”); provided that (i) the aggregate any such request for an increase shall be in a minimum amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount lesser of Commitment Increases made pursuant to Section 2.19, does not exceed (x) $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and5,000,000 or, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lenderany New Commitments denominated in a foreign currency, the consent equivalent principal amount thereof then outstanding in such foreign currency, converted to Dollars in accordance with Section 1.08, and (not y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Commitments established pursuant to be unreasonably withheld or delayedthis Section 2.14 and Incremental Equivalent Debt incurred pursuant to Section 2.15:‌ (A) of At the Administrative Agent, and, solely in the case of Incremental Revolving CommitmentsBorrower’s option, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and Borrower shall be deemed to have used amounts under the Ratio-Based Incremental Facility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, and the Borrower shall be a representation and warranty by each Borrower on deemed to have used the date on which such Prepayment-Based Incremental Facilities are entered into that Facility prior to utilization of the conditions set forth in Cash-Capped Incremental Facility, (B) New Commitments pursuant to this Section 2.20 2.14 and in Incremental Equivalent Debt pursuant to Section 4.2 2.15 may be incurred under the Ratio-Based Incremental Facility (to the establishment extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at the Borrower’s option, first calculating the incurrence under the Ratio-Based Incremental Facilities have been satisfied as Facility (without inclusion of such date.any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.01 (other than any Ratio Debt or Ratio Acquisitions Debt incurred pursuant to Section 7.01) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility,

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans of any Class hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000375,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu or junior in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount amount, Class and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.

Incremental Facilities. (a) The Lead Borrower may, At any time and from time to time after time, commencing on the Fourth Restatement Amendment Effective Date and ending on the Latest Maturity Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request to: (i) add one or more additional tranches of term loans hereunder (collectively, the “Incremental Term Loans”); and (ii) or solely during the Revolving Credit Period, on one or more additional tranches occasions, increase the aggregate amount of revolving commitments hereunder the Commitments (collectivelyeach such increase, the a “Incremental Revolving CommitmentsCommitment Increase” and, together with any the Incremental Term Loans, the “Incremental FacilitiesExtensions of Credit”), in an aggregate principal amount of up to $500,000,000. Each Incremental Term Loans and each Revolving Commitment Increase shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $50,000,000; provided that such amount may be less than $50,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. (b) The effectiveness of any Incremental Facility Amendment and the occurrence of any credit event (including the making (but not the conversion or continuation) of a Loan and the issuance, increase in the amount, or extension of a Letter of Credit thereunder) pursuant to such Incremental Facility Amendment shall be subject to delivery of a Borrowing Request in accordance with Section 2.03 (Notice of Borrowings) and the satisfaction of the following conditions and such other conditions as the parties thereto shall agree: (i) no Default or Event of Default (or, in the aggregate amount event the proceeds of any Incremental Extension of Credit are used to finance any acquisition or Investment permitted hereunder, no Event of Default under Sections 7(a), 7(h) or 7(i)) has occurred and is continuing or shall result therefrom, (ii) the representations and warranties of the Borrower and each other Loan Party, as applicable, set forth in the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental FacilitiesExtension of Credit (except in the case of a representation and warranty that expressly relates to a prior date, taken together in which case such representation and warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date) (or, in the event the proceeds of any Incremental Extension of Credit are used to finance any acquisition or Investment permitted hereunder, such condition precedent set forth in this clause (b)(ii) may be limited to (x) customary specified representations and warranties with all respect to Holdings, the Borrower and its Restricted Subsidiaries and (y) customary specified acquisition agreement representations with respect to the Person to be acquired or Person in which such Investment is to be made), (iii) the financial covenants contained in Sections 6.12 (Interest Expense Coverage Ratio) and 6.13 (Leverage Ratio) would be satisfied on a Pro Forma Basis on and as of the date of, and immediately after giving effect to, the incurrence of such Incremental Facilities previously incurred pursuant to Extension of Credit and the application of the proceeds therefrom (and assuming, for the purposes of this Section 2.20 and 2.24(b)(iii) only, that the aggregate full amount of Commitment Increases made pursuant Commitments under such Incremental Extension of Credit shall have been funded as Loans as of such date), (iv) Holdings shall have delivered a certificate of a Financial Officer to Section 2.19, does not exceed $250,000,000the effect that and to the effect set forth in clauses (i), (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, and (iii) such tranche above, together with reasonably detailed calculations demonstrating compliance with clause (iii) above (which calculations shall, if made as of Incremental Facilities shall rank pari passu in right the last day of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary fiscal quarter of Holdings that is for which Holdings has not delivered to the Administrative Agent the financial statements and certificate of a Guarantor under this Agreement Financial Officer required to be delivered by Section 5.01(a) or 5.01(b) and Section 5.01(c), respectively, be accompanied by a reasonably detailed calculation of Consolidated EBITDA for the relevant period), and (v) the terms, conditions all fees and documentation governing expenses owing in respect of such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable Extension of Credit to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative CurrenciesLenders have been paid. (bc) The parties intend that each Incremental Extension of Credit (including any related Loan Document Obligations), if secured by the Collateral, shall be secured by the Collateral on a pari passu basis with the other Secured Obligations (notwithstanding, for the avoidance of doubt, the classification of any Lien or Security Document securing all or any portion of such Incremental Extension of Credit as “second ranking” under applicable law in any Specified Collateral Jurisdiction) and no Incremental Extension of Credit shall be guaranteed by any Person other than the Loan Parties or be secured by any assets other than the Collateral. (d) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.24 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesExtension of Credit. Incremental Facilities may be made by any Any additional bank, financial institution, existing Lender or by other Person that elects to extend commitments in respect of any Eligible Assignee Incremental Extension of Credit shall be reasonably satisfactory to the Borrower and the Administrative Agent (and, in the case of any Revolving Commitment Increase, each Issuer) (any such Eligible Assignee providing such Incremental Facilities at such time bank, financial institution, existing Lender or other Person being called an “Additional Lender” ”) and, together with the existing Lenders providing such Incremental Facilities at such timeif not already a Lender, the “Incremental Lenders”). Incremental Facilities shall be established become a Lender under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Facility Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit unless it so agrees. Commitments in respect of any Incremental Extension of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Lender, an increase in such Lender’s Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. One or more additional financial maintenance covenants may be added to this Agreement for the benefit of any Incremental Extension of Credit so long as such financial maintenance covenants are for the benefit of all Lenders in respect of all Loans and Commitments outstanding at the time that the applicable Incremental Facility Amendment becomes effective. (e) On the date of effectiveness of any Revolving Commitment Increase, (i) the aggregate principal amount of the Loans outstanding (the “Existing Revolving Borrowings”) immediately prior to the effectiveness of such Revolving Commitment Increase shall be deemed to be repaid, (ii) each Additional Lender providing a portion of such Revolving Commitment Increase (each, a “Revolving Commitment Increase Lender”) that shall have had a Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to the Administrative Agent in same day funds an amount equal to the amount, if any, by which (A) (1) such Revolving Commitment Increase Lender’s Ratable Portion (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings (as hereinafter defined) exceeds (B) (1) such Revolving Commitment Increase Lender’s Ratable Portion (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, (iii) each Revolving Commitment Increase Lender that did not have a Commitment prior to the effectiveness of such Revolving Commitment Increase shall pay to Administrative Agent in same day funds an amount equal to (1) such Revolving Commitment Increase Lender’s Ratable Portion (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (iv) after the Administrative Agent receives the funds specified in clauses (ii) and (iii) above, the Administrative Agent shall pay to each Lender the portion of such funds that is equal to the amount, if any, by which (A) (1) such Lender’s Ratable Portion (calculated without giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Existing Revolving Borrowings, exceeds (B) (1) such Lender’s Ratable Portion (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) multiplied by (2) the aggregate principal amount of the Resulting Revolving Borrowings, (v) after the effectiveness of such Revolving Commitment Increase, the Borrower shall be deemed to have made new Borrowings (the “Resulting Revolving Borrowings”) in an aggregate principal amount equal to the aggregate principal amount of the Existing Revolving Borrowings and of the Types and for the Interest Periods specified in a Borrowing request delivered to the Administrative Agent in accordance with Section 2.03 (Notice of Borrowings) (and the Borrower shall deliver such Borrowing request), (vi) each Revolving Lender shall be deemed to hold its Ratable Portion of each Resulting Revolving Borrowing (calculated after giving effect to the effectiveness of such Revolving Commitment Increase) and (vii) the Borrower shall pay each Lender any and all accrued but unpaid interest on its Loans comprising the Existing Revolving Borrowings. The deemed payments of the Existing Revolving Borrowings made pursuant to clause (i) above shall be subject to compensation by the Borrower pursuant to the provisions of Section 2.14 (Indemnity) if the date of the effectiveness of such Revolving Commitment Increase occurs other than on the last day of the Interest Period relating thereto. Upon each Revolving Commitment Increase pursuant to this Section 2.24, each Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Commitment Increase Lender, and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a portion of such Lender’s participations hereunder in outstanding Letters of Credit such that, after giving effect to such Revolving Commitment Increase and each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit, in each case held by each Lender (including each such Revolving Commitment Increase Lender) will equal such Lender’s Ratable Portion. Each Revolving Commitment Increase shall be on the same terms and pursuant to the same documentation as are applicable to the Loans. (f) An Incremental Facility Amendment may, without the consent of any other Person. The Incremental Amendment may Lenders, (i) effect such amendments to this Agreement and the or to any other Loan Documents Document (or permit the entry into any other document to effect such amendments to a Loan Document or to effect the provisions of this Section 2.24) as may be necessary or appropriate, in the reasonable opinion of the Borrower and Administrative Agent and the Lead BorrowerAgent, to effect the provisions of this Section 2.20. Without limiting 2.24, including, to provide for voting provisions applicable to the foregoingAdditional Lenders comparable to the provisions of Section 9.08(b), upon and (ii) provide for the reasonable request issuance of Letters of Credit pursuant to any Revolving Commitment Increase established thereby, in each case on terms substantially equivalent to the terms applicable to Letters of Credit under the Commitments (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the Administrative Agent prior to the Collateral and Guarantee Release Dateletter of credit issuer, as applicable, which shall be determined by Borrower, the Lead Borrower shall cause to be delivered mortgage modifications lenders of such commitments and title endorsements the applicable letter of credit issuers and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Facility Amendment); provided that no Issuer shall be required to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into act as “issuing bank” under any such Incremental Amendments. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timewithout its written consent. (cg) The entry into any Incremental Facilities hereunder shall require and shall be deemed Notwithstanding anything to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in contrary, this Section 2.20 and 2.24 shall supersede any provisions in Section 4.2 2.15 (Pro Rata Treatment) or Section 9.08 (Waivers; Amendment) to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower Representative may, by written notice to Agent at any time and from time to time after prior to the Fourth fifth anniversary of the Restatement Effective Date, by notice seek new (or an increase to the Administrative Agent existing) Commitments of up to $100,000,000 in a minimum amount of no less than $10,000,000 (whereupon an “Incremental Term Loan Commitment”); provided, that, on a pro forma basis after giving effect to the Administrative Agent shall promptly deliver a copy loans to each of be borrowed under the Lenders), request one or more tranches of term loans hereunder Incremental Term Loan Commitment (collectively, the “Incremental Term Loans”) or one or more additional tranches and the proposed use of revolving commitments hereunder (collectivelyproceeds thereof, the ARR Ratio will be less than or equal to 1.50x, calculated on a pro forma basis, and based on the most recent fiscal quarter for which financial statements are available. (b) Each such notice shall (i) be delivered at a time when no Default or Event of Default has occurred and is continuing or would result therefrom (and the effectiveness of the Incremental Term Loan Commitment shall be subject to no Default or Event of Default existing as of the time that such Incremental Term Loan Commitment becomes effective), and (ii) certify that the representations and warranties of Borrowers and the other Loan Parties set forth in the Loan Documents are true and correct in all material respects with the same effect as if then made (except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date) and further certifying that such Incremental Term Loans when borrowed will constitute “senior debt”. (c) Incremental Revolving CommitmentsTerm Loans shall amortize on a schedule corresponding to the amortization schedule required of the existing Term Loans until the maturity date of such existing Term Loans. (d) To the extent that the initial “yield” and(determined by taking into account applicable interest rate margins, together with floors, upfront fees and original issue discount paid, but excluding agency, arrangement, structuring and underwriting fees) on any Incremental Term Loans exceeds the initial “yield” (determined by taking into account applicable interest rate margins, including interest paid-in-kind, floors, upfront fees and original issue discount paid, but excluding agency, arrangement, structuring and underwriting fees) applicable to the Term Loans immediately before giving effect to such Incremental Term Loans, by more than 50 basis points, the “applicable margin otherwise in effect for the Term Loans immediately before giving effect to such increase, shall be increased by the amount of such differential in excess of 50 basis points. (e) Other than with respect to pricing, margins, interest rate floors, fees and original issue discount and maturity date (which may be later but not before), the terms and provisions of any Incremental Facilities”); provided that Term Loans shall be substantially identical to the Term Loans existing immediately prior to giving effect to any such Incremental Term Loan. Any Incremental Term Loans (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment and pari passu or junior in right of security with the Revolving Term Loans outstanding immediately prior to giving effect to such Incremental Term Loans, or shall be unsecured, (ii) shall not be secured by any asset of Holdings or any of its Subsidiaries that is not also collateral securing the existing Term Loans, (iii) shall not be guaranteed by any person other than a Loan Party with respect to the existing Term Loans, (iv) such Incremental Facilities if required by Agent or Required Lenders, shall not bebe subject to an intercreditor agreement the terms of which are reasonably satisfactory to Required Lenders, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that so long as the Required Lenders’ approval is not a Guarantor under this Agreement unreasonably withheld, and (v) shall not be entitled to voluntary or mandatory prepayments except on a pari passu basis with then existing Term Loans. (f) It is agreed and understood that each Lender shall have the termsright to participate in its pro rata share of any requested Incremental Term Loan Commitment, conditions and documentation governing provided, that no Lender shall be obligated to participate in any such Incremental Facilities (includingTerm Loan Commitment. If any existing Lender elects not to provide the requested Incremental Term Loan Commitment pursuant to an exercise of their respective ratable participation rights, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except then (i) for covenants or other provisions applicable only the addition of any Incremental Term Loan Commitment to periods after the latest Maturity Date Credit Agreement shall require approval of the Revolving Loans or Required Lenders, (ii) to the extent the Incremental Term Loan Commitment is so approved, ▇▇▇▇▇▇▇ shall have the right of first refusal to participate on a greater than pro rata basis in any portion of such more favorable terms are incorporated into the Incremental Term Loan Documents for the benefit of all Commitment as to which existing Lenders did not exercise ratable participation rights, and (which may iii) to the extent any lenders that are not existing Lenders under the Credit Agreement propose to participate in such Incremental Term Loan Commitment, any such lenders shall be accomplished with the consent of the Administrative reasonably acceptable to Agent and the Lead Borrower and without the Required Lenders (such consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld withheld, conditioned or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time). (cg) The entry into any Proceeds of the Incremental Facilities hereunder shall require Term Loans will be used for working capital and shall be deemed other general corporate purposes, to be a representation and warranty the extent not prohibited by each Borrower on the date on which such Incremental Facilities are entered into Loan Documents, provided that the conditions set forth in this Section 2.20 and in Section 4.2 Incremental Term Loans shall not be used to the establishment of Incremental Facilities have been satisfied as of such daterefinance any then-outstanding Term Loans.

Incremental Facilities. (a) The Lead Borrower mayBorrowers may (on a joint and several basis), from time to time after the Fourth Restatement Effective Closing Date, upon notice by notice the Borrower Representative to the Administrative Agent (whereupon the Administrative Agent who shall promptly deliver notify the applicable Lenders, which, for the avoidance of doubt, do not need to be all Lenders under any Tranche and may be new lenders not currently Lenders hereunder) specifying the proposed amount thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (a copy to each of the Lenders“Revolving Credit Commitment Increase”), request (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”) and (iii) the addition of one or more tranches new term loan facilities to the Facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase and the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed (x) a Dollar Amount equal to the greater of (A) $700,000,000783,000,000 and (B) 100% of the EBITDA Grower Amount (the “Cash--Capped Incremental Facility”) plus (y) an unlimited amount (the “Ratio--Based Incremental Facility”) so long as the Maximum First Lien Leverage Requirement is satisfied plus (z) an amount equal to (i) (A) all voluntary prepayments of Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the then-outstanding Term Loans) made pursuant to Section 2.05(a) and (B) all redemptions, repurchases and cancellations of Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the then-outstanding Term Loans) made pursuant to the terms hereof (with credit given for the principal amount of the Loans so repurchased or canceled) and (ii) voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), in each case, to the extent not funded with the proceeds of long term loans hereunder Indebtedness (collectivelyexcluding any revolving credit facilities (including the Revolving Credit Facility)) (the “Prepayment--Based Incremental Facility”) (such amounts described in clauses (x) through (z), at any such time, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental FacilitiesAmount”); provided that (i) the aggregate no payment or bankruptcy Event of Default (subject to Section 1.02(i)) would exist after giving effect to any such request and (ii) any such request for an increase shall be in a minimum amount of such Incremental Facilitiesthe lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, taken together with all Incremental Facilities previously incurred further, that for any New Loan Commitments established pursuant to this Section 2.20 2.14 and the aggregate amount of Commitment Increases made New Incremental Notes issued pursuant to Section 2.19, does not exceed $250,000,0002.17, (iiA) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Borrowers’ option, the Borrowers shall be deemed to have used amounts under the Prepayment-Based Incremental Facilities are entered intoFacility, if any, prior to utilization of the Cash-Capped Incremental Facility and the Ratio-Based Incremental Facility, and the Borrowers shall be deemed to have used the Ratio--Based Incremental Facility (to the extent permitted by the pro forma calculation of the First Lien Net Leverage Ratiocompliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash--Capped Incremental Facility and, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (iiiB) such tranche of New Loan Commitments pursuant to this Section 2.14 and such New Incremental Facilities shall rank pari passu in right of payment with the Revolving LoansNotes pursuant to Section 2.17 may be incurred under clauses (x), (ivy) such and (z) abovethe Ratio-Based Incremental Facilities shall not beFacility (to the extent compliant therewith), the Cash-Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence under clauses (x), (y) and (z) above may be utilized in a single transaction byor series of related transactions by, at Borrowers’ option, first calculating the incurrence under clause (y)the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to clause (x)the Cash-Capped Incremental Facility) and then calculating the incurrence under clausethe Cash-Capped Incremental Facility and (xC) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall not automatically be deemed to have been incurred under the -135- Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to beincur all or such portion, guaranteed by any Subsidiary as applicable, of Holdings that is not a Guarantor the aggregate principal amount of such Indebtedness under this Agreement and the Ratio-Based Incremental Facility (v) which, for the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a wholeavoidance of doubt, shall be substantially have the same aseffect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, or less favorable as applicable, by the amount of such redesignated Indebtedness). At the time of sending such notice to the Lenders or Additional Lenders applicable Lenders, the Borrower Representative (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished in consultation with the consent of Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which, unless the Administrative Agent and otherwise agrees, shall in no event be less than ten Business Days from the Lead Borrower and without the consent date of any Lendersdelivery of such notice)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from applicable Lender shall notify the Lead Borrower pursuant Administrative Agent within such time period whether or not it agrees to clause (a) participate in such new facility or increase of the existing Tranche and, if so, whether by a percentage of the requested increase equal to, greater than, or less than its Pro Rata Share of any then--existing Tranche. Any Lender approached may elect or decline, in its sole discretion, to provide such increase or new facility. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment with respect to such Tranche or to provide a new Tranche. The Administrative Agent shall notify the Borrowers of the Lenders’ responses to each request made under this Section 2.20 shall set forth 2.14. To achieve the full amount of a requested amount andincrease or issuance of New Term Facility, in reasonable detailas applicable, the proposed terms of the relevant Incremental Facilities. Incremental Facilities Borrowers may be made by any existing Lender or by any also invite additional Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant Assignees reasonably satisfactory to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without L/C Issuer and the Swing Line Lender (to the extent the consent of any other Person. The Incremental Amendment may effect of the foregoing would be required to assign Revolving Credit Loans to such amendments Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Facility is added in accordance with this Section 2.14, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or New Term Facility among the applicable Lenders. The entry into Administrative Agent shall promptly notify the applicable Lenders of the final allocation of such increase or New Term Facility and the Increase Effective Date. In connection with (i) any Incremental Facilities hereunder increase in a Term Loan Tranche or Revolving Tranche or (ii) any addition of a New Term Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative Agent) in order to establish the New Term Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein. As of the Increase Effective Date, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall require be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative Agent) to increase the then--remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date. (d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility pursuant to this Section 2.14, (i) no Event of Default (subject to Section 1.02(i), no Event of Default under Sections 8.01(a), (f) or (g) would exist immediately after giving effect to such increase, (ii) (A) in the case of any increase of the Revolving TrancheCredit Commitment Increase, (1) the final maturity shall be the same as the Maturity Date applicable to the Revolving Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any increase of a Term Loan Tranche,Commitment Increase the final maturity of the Term Loans, New Term Loans or Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining weighted average life of, any other outstandingthe Term Loans, New TermB-4 Dollar Loans or Specified Refinancing Term Loans, as applicable, and (C) in the case of any New Term Facility, other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than that of any existingthe Term Loan TrancheB-4 Dollar Loans, (iii) except with respect to all-All-in yieldYield and as set forth in subclause (C) above with respect to final maturity and Weighted Average Life to Maturity, or otherwise as shallto the extent the terms and documentation of any such New Term Facility are not consistent with the Term B-4 Dollar Facility, any such New Term Facility shall either (x) reflect market terms and conditions (as determined by the Borrowers in good faith) at the time of incurrence of such New Term Facility or (y) be reasonably satisfactory to the Administrative Agent, any such New Term Facility (it being understood that no consent shall havebe required by the same terms asAdministrative Agent if any covenants or other provisions are only applicable after the then-Latest Maturity Date for the Term B-4 Dollar Facility) and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date under Section 4.01 or delivered from time to time pursuant to Section 6.12 and/or Section 6.16 with respect to Holdings, the Borrowers, all Material Subsidiary Guarantors and each other Subsidiary Guarantor that is organized in a jurisdiction for which local counsel to the Administrative Agent in such jurisdiction advises that such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding the foregoing, the conditions precedent to each such increase or New Term Facility shall be agreed to by the Lenders providing such increase or New Term Facility, as applicable, and the Administrative Agent and the Borrowers; provided, further, in connection with the incurrence of any New Term Loans, if the proceeds of such New Term Loans are, substantially concurrently with the receipt thereof, to be used, in whole or in part, by the Borrowers or any other Loan Party to finance, in whole or in part, a Permitted Acquisition, then (A) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Increase Effective Date shall be (x) the Specified Representations and (y) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Borrowers (or any Affiliate of Holdings or the Borrowers) has the right to terminate the obligations of Holdings, the Borrowers or such Affiliate under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement and (B) no Event of Default under Sections 8.01(a), (f) or (g) would exist immediately after giving effect to such incurrence (“Permitted Acquisition Provisions”). (e) On the Increase Effective Date with respect to a Revolving Tranche, (x) each Revolving Credit Lender immediately prior to such increase or incurrence will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a representation portion of such Revolving Credit Lender’s participations hereunder in outstanding L/C Advances and warranty Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in L/C Advances and (ii) participations hereunder in Swing Line Loans held by each Borrower Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Increase Effective Date be prepaid from the proceeds of Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which such Incremental Facilities are entered into prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.06. The Administrative Agent and the Lenders hereby agree that the conditions minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The additional Term Loans made under the Term Loan Tranche subject to the increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in this Section 2.20 Sections 2.01 and in Section 4.2 2.02 and on the date of the making of such new Term Loans, and notwithstanding anything to the establishment of Incremental Facilities have been satisfied as of such date.contrary set forth in Sect

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Datemay on one or more occasions, by written notice to the Administrative Agent Agent, request the establishment of Incremental Commitments; provided that, immediately after giving effect to the establishment of each Incremental Commitment and the incurrence of all Debt thereunder, the Total Leverage Ratio computed on a pro forma basis shall not be greater than 2.50 to 1.00. Each such notice shall specify (whereupon i) the date on which the Borrower proposes that the Incremental Commitments shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent shall promptly deliver a copy to each and (ii) the amount of the Lenders), request one or more tranches of term loans hereunder Incremental Commitments being requested (collectively, the “Incremental Term Loans”it being agreed that (A) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Lender approached to provide any Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Commitment and (B) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and otherwise satisfy the requirements of Section 12.04(b)(i)). (b) The terms and conditions of any Incremental Commitments and the Incremental Loans to be made thereunder shall be, except as otherwise set forth herein, identical to those of the Commitments and the Loans, the “Incremental Facilities”); provided that (i) the aggregate amount of such Incremental FacilitiesLoans shall have the same Guarantees as, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment security with Liens on the Revolving same Collateral as, the Loans, (ii) if the Weighted Average Yield applicable to any Incremental Loans exceeds by more than 0.50% per annum the applicable Weighted Average Yield under the terms of this Agreement, as amended through the date of such calculation, with respect to Loans, then the Applicable Margin then in effect for Loans shall automatically be increased to the extent necessary to eliminate such excess, (iii) the Average Life of any Incremental Loans shall be no shorter than the remaining Average Life of the Loans, (iv) such the Maturity Date for any Incremental Facilities shall not be, and Loan shall not be permitted to beearlier than the Final Maturity Date in effect on the date such Incremental Loan is made, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) for purposes of mandatory prepayments, the termsIncremental Loans shall be treated no more favorably than the Loans and (vi) the interest rate margins, conditions original issue discount or upfront fees (if any) and documentation governing such interest rate floors (if any) applicable to any Incremental Facilities (includingCommitment shall be determined by the Borrower and the lenders thereunder. Any Incremental Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a wholeany Incremental Loans made thereunder, shall be substantially designated as a separate Class of Incremental Commitments and Incremental Loans for all purposes of this Agreement. (c) The Incremental Commitments shall be effected pursuant to one or more Incremental Facility Agreements executed and delivered by the same asBorrower, or less favorable to the Lenders or Additional Lenders (as defined below) each Incremental Lender providing such Incremental Facilities, than those terms Commitments and conditions applicable to the Lenders with respect to the Revolving Loans (except Administrative Agent; provided that no Incremental Commitments shall become effective unless (i) for covenants no Default or other provisions applicable only Event of Default shall have occurred and be continuing on the date of effectiveness thereof, both immediately prior to periods and immediately after giving effect to such Incremental Commitments and the latest Maturity Date making of the Revolving Loans or thereunder, (ii) on the date of effectiveness thereof, the representations and warranties of each Credit Party set forth in the Credit Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the extent case of any such more favorable terms are incorporated into representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date and (iii) the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Lead Borrower and Administrative Agent in connection with any such transaction. Each Incremental Facility Agreement may, without the consent of any LendersLender (other than the Incremental Lenders party thereto)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in to give effect to the case provisions of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeSection. (cd) The entry into Upon the effectiveness of an Incremental Commitment of any Incremental Facilities hereunder shall require and Lender, (i) such Incremental Lender shall be deemed to be a representation “Lender” (and warranty a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, a Lender (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder and shall be bound by all agreements, acknowledgements and other obligations of a Lender (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder and under the other Credit Documents. (e) Subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Commitment of any Class shall make a loan to the Borrower in an amount equal to such Incremental Commitment on the date on which specified in such Incremental Facilities are entered into that Facility Agreement. (f) The Administrative Agent shall notify the conditions set forth in this Section 2.20 and Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 4.2 to 2.08(a) and of the establishment effectiveness of any Incremental Facilities have been satisfied as Commitments, in each case advising the Lenders of such datethe details thereof.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Dateat any time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request on one or more tranches occasions pursuant to an Incremental Facility Agreement, (i) add one or more new Classes of term facilities (each, an “Incremental Term Facility” and the loans hereunder (collectivelythereunder, the “Incremental Term Loans”) or one or more additional tranches and/or (ii) increase the principal amount of revolving commitments hereunder the Term Loans of any existing Class (collectivelyany such increase, the an “Incremental Revolving CommitmentsIncrease” and, together with any Incremental Term LoansFacility, collectively, the “Incremental Facilities”); provided that (i) the in an aggregate outstanding principal amount of such Incremental Facilitiesnot to exceed, when taken together with all the Maximum Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, Amount (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date as in effect at the time of the relevant determination); provided, that: (i) no Incremental Facility may be in an aggregate principal amount that is less than $25,000,000 (or, in each case, such lesser amount as shall be the remaining amount of the Maximum Incremental Facilities are entered intoAmount or to which the Agent may reasonably agree); (ii) except as the Borrower and such Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide any Incremental Commitment shall be within the sole and absolute discretion of such Lender (it being agreed that the Borrower shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Facility); (iii) no Incremental Facility or Incremental Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender, other than in its capacity, if any, as an Incremental Lender providing all or part of such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, Facility or Incremental Loan; (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional LenderIncrease of Term Loans of any existing Class, the consent terms of such Incremental Increase (other than (1) to the extent not affecting fungibility for Tax purposes, original issue discount, upfront fees and scheduled amortization and (2) any escrow provisions applicable thereto (including any mandatory prepayment thereof required if the conditions to be unreasonably withheld or delayedthe release from escrow are not satisfied) prior to the release of the Administrative Agentproceeds of any Incremental Term Loans made thereunder from escrow) shall be the same as the terms of the Class of Term Loans subject to such Incremental Increase; (v) the pricing, andfees, solely premiums, rate floors and other components of yield (and any “MFN” terms) applicable to any Incremental Term Facility shall be determined by the Borrower and the Incremental Lenders providing such Incremental Term Facility; provided that, in the case of any Incremental Revolving CommitmentsTerm Loans denominated in US Dollars, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment Effective Yield (determined on the part date of the incurrence of such Incremental Term Loans) applicable to any such Incremental Term Loans in the form of broadly syndicated term loans (other than Customary Bridge Loans and Customary Term A Loans) (A) any Incremental Facility shall be pari passu or junior in right of payment and, if secured, pari passu or junior with respect to security with any then-existing Class of Loans and (B) no Incremental Facility may be (1) borrowed or guaranteed by any Person that is not a Loan Party, provided that the obligations of any Lender Person with respect to provide Incremental Facilities, at any time. escrow or similar arrangement described in clause (c2) The entry into any Incremental Facilities hereunder shall require and shall be deemed not to constitute a Guarantee by such Person, or (2) if secured by any of the Collateral, secured by any assets other than the Collateral, provided that any Incremental Term Facility may be secured by the proceeds of such Incremental Term Facility, and any related deposit of cash or Permitted Investments to cover interest and premium with respect to such Incremental Term Facility, to the extent and only for so long as such proceeds and related deposit are subject to an escrow or similar arrangement to secure such Incremental Term Facility pending the application of the proceeds thereof; (ix) any Incremental Term Loans may participate in any mandatory prepayment under Section 2.09 on a representation pro rata basis (or on a less than pro rata basis, but, except with respect to any mandatory prepayment referred to in the parenthetical in the definition of “Debt Incurrence Prepayment Event”, not on a greater than pro rata basis) with any then-existing Class of Term Loans; (x) the proceeds of any Incremental Facility may be used by the Borrower and warranty by each Borrower its Restricted Subsidiaries for working capital needs and other general corporate purposes, including to finance any Acquisition and other Investment permitted hereunder and to refinance Indebtedness; (xi) on the date of the borrowing of any Incremental Term Loans that will be of the same Class as any then-existing Class of Term Loans (or on which the date of the release from escrow of the proceeds of any Incremental Term Loans that, upon the release of such proceeds, will be of the same Class as any then-existing Class of Term Loans), and notwithstanding anything to the contrary set forth herein, such Incremental Facilities are entered into that Term Loans shall be added to (and constitute a part of, be of the conditions set forth in this Section 2.20 and in Section 4.2 to same Type as and, if applicable, have the establishment same Interest Period as) each Borrowing of Incremental Facilities have been satisfied as outstanding Term Loans of such date.Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Incremental

Incremental Facilities. (a) The Lead Borrower mayBorrowers may (on a joint and several basis), from time to time after the Fourth Restatement Effective Closing Date, upon notice by notice the Borrower Representative to the Administrative Agent (whereupon the Administrative Agent who shall promptly deliver notify the applicable Lenders, which, for the avoidance of doubt, do not need to be all Lenders under any Tranche and may be new lenders not currently Lenders hereunder) specifying the proposed amount thereof, request (i) an increase in the Commitments under any Revolving Tranche (which shall be on the same terms as, and become part of, the Revolving Tranche proposed to be increased) (a copy to each of the Lenders“Revolving Credit Commitment Increase”), request (ii) an increase in any Term Loan Tranche then outstanding (which shall be on the same terms as, and become part of, the Term Loan Tranche proposed to be increased hereunder (except as otherwise provided in clause (d) below with respect to amortization)) (each, a “Term Commitment Increase”) and (iii) the addition of one or more tranches new term loan facilities to the Facilities (each, a “New Term Facility”; and any advance made by a Lender thereunder, a “New Term Loan”; and the commitments thereof, the “New Term Commitment” and together with the Revolving Credit Commitment Increase and the Term Commitment Increase, the “New Loan Commitments”) by an amount not to exceed (x) a Dollar Amount equal to the greater of (A) $783,000,000 and (B) 100% of the EBITDA Grower Amount (the “Cash-Capped Incremental Facility”) plus (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Leverage Requirement is satisfied plus (z) an amount equal to (i) (A) all voluntary prepayments of Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the then-outstanding Term Loans) made pursuant to Section 2.05(a) and (B) all redemptions, repurchases and cancellations of Term Loans (including, for the avoidance of doubt, any New Term Loans that are pari passu in right of payment and security with the then-outstanding Term Loans) made pursuant to the terms hereof (with credit given for the principal amount of the Loans so repurchased or canceled) and (ii) voluntary prepayments of Revolving Credit Loans made pursuant to Section 2.05(a) to the extent accompanied by a corresponding, permanent reduction in the Revolving Credit Commitments pursuant to Section 2.06(a), in each case, to the extent not funded with the proceeds of long term loans hereunder Indebtedness (collectivelyexcluding any revolving credit facilities (including the Revolving Credit Facility)) (the “Prepayment-Based Incremental Facility”) (such amounts described in clauses (x) through (z), at any such time, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental FacilitiesAmount”); provided that (i) the aggregate no payment or bankruptcy Event of Default (subject to Section 1.02(i)) would exist after giving effect to any such request and (ii) any such request for an increase shall be in a minimum amount of such Incremental Facilitiesthe lesser of (x) a Dollar Amount of $20,000,000 and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, taken together with all Incremental Facilities previously incurred further, that for any New Loan Commitments established pursuant to this Section 2.20 2.14 and the aggregate amount of Commitment Increases made New Incremental Notes issued pursuant to Section 2.19, does not exceed $250,000,0002.17, (iiA) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Borrowers’ option, the Borrowers shall be deemed to have used amounts under the Ratio-Based Incremental Facilities are entered intoFacility (to the extent compliant therewith), prior to utilization of the Prepayment-Based Incremental Facility and the Cash-Capped Incremental Facility, and the Borrowers shall be deemed to have used the Prepayment-Based Incremental Facility prior to utilization of the Cash-Capped Incremental Facility, (iiiB) such tranche of New Loan Commitments and such New Incremental Facilities shall rank pari passu in right of payment with Notes may be incurred under the Revolving LoansRatio-Based Incremental Facility (to the extent compliant therewith), (iv) such the Cash-Capped Incremental Facilities shall not beFacility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction or series of related transactions by, at Borrowers’ option, first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility, the Prepayment-Based Incremental Facility or any amounts substantially concurrently incurred under Section 7.03 (other than any Permitted Additional Debt) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of any amounts utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility and (C) unless the Borrowers elect otherwise, all or any portion of Indebtedness originally designated as incurred under the Cash-Capped Incremental Facility or the Prepayment-Based Incremental Facility shall not automatically be deemed to have been incurred under the Ratio-Based Incremental Facility from and after the first date on which the Borrowers would be permitted to beincur all or such portion, guaranteed by any Subsidiary as applicable, of Holdings that is not a Guarantor the aggregate principal amount of such Indebtedness under this Agreement and the Ratio-Based Incremental Facility (v) which, for the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a wholeavoidance of doubt, shall be substantially have the same aseffect of increasing the Cash-Capped Incremental Facility and/or the Prepayment-Based Incremental Facility, or less favorable as applicable, by the amount of such redesignated Indebtedness). At the time of sending such notice to the Lenders or Additional Lenders applicable Lenders, the Borrower Representative (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished in consultation with the consent of Administrative Agent) shall specify the time period within which each applicable Lender is requested to respond (which, unless the Administrative Agent and otherwise agrees, shall in no event be less than ten Business Days from the Lead Borrower and without the consent date of any Lendersdelivery of such notice)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from applicable Lender shall notify the Lead Borrower pursuant Administrative Agent within such time period whether or not it agrees to clause (a) participate in such new facility or increase of the existing Tranche and, if so, whether by a percentage of the requested increase equal to, greater than, or less than its Pro Rata Share of any then-existing Tranche. Any Lender approached may elect or decline, in its sole discretion, to provide such increase or new facility. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment with respect to such Tranche or to provide a new Tranche. The Administrative Agent shall notify the Borrowers of the Lenders’ responses to each request made under this Section 2.20 shall set forth 2.14. To achieve the full amount of a requested amount andincrease or issuance of New Term Facility, in reasonable detailas applicable, the proposed terms of the relevant Incremental Facilities. Incremental Facilities Borrowers may be made by any existing Lender or by any also invite additional Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant Assignees reasonably satisfactory to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without L/C Issuer and the Swing Line Lender (to the extent the consent of any other Person. The Incremental Amendment may effect of the foregoing would be required to assign Revolving Credit Loans to such amendments Eligible Assignee, which consent shall not be unreasonably withheld or delayed) to become Lenders pursuant to a joinder agreement to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) If (i) a Revolving Tranche or a Term Loan Tranche is increased in accordance with this Section 2.14 or (ii) a New Term Loan Facility is added in accordance with this Section 2.14, the Administrative Agent and the Borrowers shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase or New Term Facility among the applicable Lenders. The entry into Administrative Agent shall promptly notify the applicable Lenders of the final allocation of such increase or New Term Facility and the Increase Effective Date. In connection with (i) any Incremental Facilities hereunder increase in a Term Loan Tranche or Revolving Tranche or (ii) any addition of a New Term Facility, in each case, pursuant to this Section 2.14, this Agreement and the other Loan Documents may be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative Agent) in order to establish the New Term Facility or to effectuate the increases to the Term Loan Tranche or Revolving Tranche and to reflect any technical changes necessary or appropriate to give effect to such increase or new facility in accordance with its terms as set forth herein. As of the Increase Effective Date, the amortization schedule for the Term Loan Tranche then increased set forth in Section 2.07(a) (or any other applicable amortization schedule for New Term Loans or Specified Refinancing Term Loans) shall require be amended in a writing (which may be executed and delivered by the Borrowers and the Administrative Agent) to increase the then-remaining unpaid installments of principal by an aggregate amount equal to the additional Loans under such Term Loan Tranche being made on such date, such aggregate amount to be applied to increase such installments ratably in accordance with the amounts in effect immediately prior to the Increase Effective Date. (d) With respect to any Revolving Credit Commitment Increase, Term Commitment Increase or addition of New Term Facility pursuant to this Section 2.14, (i) subject to Section 1.02(i), no Event of Default under Sections 8.01(a), (f) or (g) would exist immediately after giving effect to such increase, (ii) (A) in the case of any Revolving Credit Commitment Increase, (1) the final maturity shall be the same as the Maturity Date applicable to the Revolving Credit Facility, (2) no amortization or mandatory commitment reduction prior to the Maturity Date applicable to the Revolving Credit Facility shall be required and (3) the terms and documentation applicable to the Revolving Credit Facility shall apply, (B) in the case of any Term Commitment Increase the final maturity of the Term Loans, New Term Loans or Specified Refinancing Term Loans increased pursuant to this Section shall be no earlier than the Latest Maturity Date for, and such additional Loans shall not have a Weighted Average Life to Maturity shorter than the longest remaining weighted average life of, the Term B-45 Dollar Loans and (C) in the case of any New Term Facility, other than in the case of Extendable Bridge Loans/Interim Debt and amounts not in excess of the Inside Maturity Basket at the time of Incurrence, such New Term Facility shall have a final maturity no earlier than the then Latest Maturity Date of any Term Loan Tranche and the Weighted Average Life to Maturity of such New Term Facility shall be no shorter than that of the Term B-45 Dollar Loans, (iii) except with respect to All-in Yield and as set forth in subclause (C) above with respect to final maturity and Weighted Average Life to Maturity, to the extent the terms and documentation of any such New Term Facility are not consistent with the Term B-45 Dollar Facility, any such New Term Facility shall either (x) reflect market terms and conditions (as determined by the Borrowers in good faith) at the time of incurrence of such New Term Facility or (y) be reasonably satisfactory to the Administrative Agent (it being understood that no consent shall be required by the Administrative Agent if any covenants or other provisions are only applicable after the then-Latest Maturity Date for the Term B-45 Dollar Facility) and (iv) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have received legal opinions, resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the Closing Date or delivered from time to time pursuant to Section 6.12 and/or Section 6.16 with respect to Holdings, the Borrowers, all Material Subsidiary Guarantors and each other Subsidiary Guarantor that is organized in a jurisdiction for which local counsel to the Administrative Agent in such jurisdiction advises that such deliveries are reasonably necessary to preserve the Collateral in such jurisdiction (other than changes to such legal opinions resulting from a change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent). Notwithstanding the foregoing, the conditions precedent to each such increase or New Term Facility shall be agreed to by the Lenders providing such increase or New Term Facility, as applicable, and the Administrative Agent and the Borrowers; provided, further, in connection with the incurrence of any New Term Loans, if the proceeds of such New Term Loans are, substantially concurrently with the receipt thereof, to be used, in whole or in part, by the Borrowers or any other Loan Party to finance, in whole or in part, a Permitted Acquisition, then (A) the only representations and warranties that will be required to be true and correct in all material respects as of the applicable Increase Effective Date shall be (x) the Specified Representations and (y) such of the representations and warranties made by or on behalf of the applicable acquired company or business in the applicable acquisition agreement as are material to the interests of the Lenders, but only to the extent that Holdings or the Borrowers (or any Affiliate of Holdings or the Borrowers) has the right to terminate the obligations of Holdings, the Borrowers or such Affiliate under such acquisition agreement or not consummate such acquisition as a result of a breach of such representations or warranties in such acquisition agreement and (B) no Event of Default under Sections 8.01(a), (f) or (g) would exist immediately after giving effect to such incurrence (“Permitted Acquisition Provisions”). (e) On the Increase Effective Date with respect to a Revolving Tranche, (x) each Revolving Credit Lender immediately prior to such increase or incurrence will automatically and without further act be deemed to have assigned to each Lender providing a portion of the increase to the Revolving Credit Commitments (each, a “Revolving Commitment Increase Lender”), and each such Revolving Commitment Increase Lender will automatically and without further act be deemed to have assumed, a representation portion of such Revolving Credit ▇▇▇▇▇▇’s participations hereunder in outstanding L/C Advances and warranty Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding (i) participations hereunder in L/C Advances and (ii) participations hereunder in Swing Line Loans held by each Borrower Revolving Credit Lender (including each such Revolving Commitment Increase Lender) will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment and (y) if, on the date of such increase, there are any Revolving Credit Loans outstanding, such Revolving Credit Loans shall on or prior to the Increase Effective Date be prepaid from the proceeds of Revolving Credit Loans made hereunder (reflecting such increase in Revolving Credit Commitments), which such Incremental Facilities are entered into prepayment shall be accompanied by accrued interest on the Revolving Credit Loans being prepaid and any costs incurred by any Lender in accordance with Section 3.06. The Administrative Agent and the Lenders hereby agree that the conditions minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. The additional Term Loans made under the Term Loan Tranche subject to the increases shall be made by the applicable Lenders participating therein pursuant to the procedures set forth in this Section 2.20 Sections 2.01 and in Section 4.2 2.02 and on the date of the making of such new Term Loans, and notwithstanding anything to the establishment contrary set forth in Sections 2.01 and 2.02, such new Loans shall be added to (and form part of) each Borrowing of Incremental outstanding Term Loans under such Term Loan Tranche on a pro rata basis (based on the relative sizes of the various outstanding Borrowings), so that each Lender under such Term Loan Tranche will participate proportionately in each then outstanding Borrowing of Term Loans under the Term Loan Tranche. (f) (i) Any New Term Facility shall (A) rank pari passu in right of payment with the other Term Facilities, (B) not be Guaranteed by any Restricted Subsidiary that is not a Borrower or Subsidiary Guarantor under each of the other Facilities have been satisfied as (provided that, for the avoidance of such date.doubt, any New Term Facility need not be Guaranteed by all Loan Partie

Incremental Facilities. (a) The Lead Borrower may, At any time and from time to time after prior to the Fourth Restatement Effective Latest Maturity Date, subject to the terms and express conditions set forth herein, the Borrower may by no less than three (3) Business Days’ prior notice to the Administrative Agent (whereupon or such lesser number of days reasonably acceptable to the Administrative Agent shall promptly deliver a copy to each of the LendersAgent), request to add one or more tranches of term loans hereunder new credit facilities (collectivelyeach, the an “Incremental Term LoansFacility”) or and consisting of one or more additional tranches of revolving commitments hereunder term loans (collectivelyeach, the an “Incremental Term Facility”) or an increase in an existing class of Revolving Credit Commitments (each, an “Incremental Revolving Commitments” Credit Facility”), or a combination thereof, provided that (i) immediately before and after giving effect to each Incremental Facility Amendment and the applicable Incremental Facility, no Default or Event of Default has occurred and is continuing or would result therefrom (or, in the case that the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, no Event of Default under Sections 8.01(a) and 8.01(f) shall have occurred and be continuing on the LCA Test Date), (ii) subject to calculation adjustments set forth in Section 1.11 with respect to any Incremental Facility being incurred in connection with a Limited Condition Acquisition, the aggregate principal amount of all Incremental Facilities at the time of issuance or incurrence shall not exceed the Maximum Additional Debt Amount at such time, and (iii) with respect to any secured Incremental Term Facility (other than any Incremental Term Facility ranking junior in right of payment or with respect to 94 US-DOCS\140506888.9146702970.6 (b) Each Incremental Term Facility shall have such terms as determined by the Borrower and the lenders providing such Incremental Term Facility; provided that (A) such Incremental Term Facility shall rank pari passu or junior in right of payment and in respect of the Collateral with the Term Loans, provided that, if such Incremental Term Facility is secured, all security therefor shall be granted pursuant to documentation that is consistent in all material respects with the Collateral Documents and (I) if secured on a pari passu basis with the Obligations, the representative for such Incremental Term Facility shall enter into a pari passu intercreditor agreement with the Administrative Agent that is reasonably satisfactory to the Administrative Agent or (II) if secured on a junior basis to the Obligations, a representative acting on behalf of the holders of such Incremental Term Facility shall have become party to a second Lien intercreditor agreement or subordination agreement that is reasonably satisfactory to the Administrative Agent, (B) no Restricted Subsidiary is a borrower or a guarantor with respect to such Incremental Term Facility unless such Restricted Subsidiary is a Loan Party which shall have previously or substantially concurrently guaranteed or borrowed, as applicable, the Obligations, and, together if secured, shall only be secured by Collateral, (C) except in the case of one-year bridge loans that are, on customary conditions convertible or exchangeable into, or are intended to be refinanced with, other instruments meeting the requirements set forth in this clause (C) and clause (D) below (“Extendable Bridge Loans”), no Incremental Term Facility shall have a final maturity date earlier than the then existing Latest Maturity Date with respect to Term Loans, and with respect to an Incremental Term Facility ranking junior in respect of the Collateral with the Term Loans, no such Incremental Term Facility shall mature on or prior to the date that is 91 days after the then existing Latest Maturity Date with respect to Term Loans, (D) except in the case of Extendable Bridge Loans with respect to their stated maturity date, no Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Term Loans (without giving effect to nominal amortization for periods where amortization has been eliminated as a result of a prepayment of the applicable Term Loans) except as may be required to achieve tax fungibility with any existing class of Term Loan to the extent intended to be fungible, and with respect to an Incremental Term Facility that ranks junior in respect of the Collateral with the Term Loans, no such Incremental Term Facility shall have a Weighted Average Life to Maturity that is shorter than the Weighted Average Life to Maturity of the then-remaining Term Loans, plus 91 days, (E) for purposes of mandatory prepayments, such Incremental Term Facility shall be treated no more favorably than the Term Loans of the Borrower except those that only apply after the then existing Latest Maturity Date with respect to Term Loans, (F) the affirmative and negative covenants (but not the financial maintenance covenants) and events of default (other than maturity, fees, discounts, interest rate, redemption terms and redemption premiums) of such Incremental Term Loans, if not consistent with the “terms of the Term Loans, shall not be materially more restrictive to the Loan Parties when taken as a whole (as reasonably determined by the Borrower) than the terms of the Term Loans, (G) the Incremental Facilities”Term Facility shall not have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 7.11 (unless, in the case of the foregoing clauses (F) or (G), (x) the Term Loans have the benefit of such more restrictive affirmative or negative covenants or events of default, or such financial maintenance covenant, on the same terms, (y) the Term Loans have in the future been provided with the benefit of such more restrictive 95 US-DOCS\140506888.9146702970.6 (c) Each Incremental Revolving Credit Facility shall have terms identical to those applicable to such class of Revolving Credit Commitments (including maturity date and interest rates) and shall be incurred pursuant to the same documentation as applicable to the initial Revolving Credit Commitment (other than the amendment evidencing such Incremental Revolving Credit Facility); provided that (iA) no Incremental Revolving Credit Facility shall have a final maturity date earlier than, or require scheduled amortization or mandatory commitment reduction prior to, the then existing Latest Maturity Date with respect to Revolving Credit Commitments, (B) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities Revolving Credit Facility shall not be earlier have the benefit of any covenant or terms more restrictive than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, covenant or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders initial Revolving Credit Commitment (unless, in the case of this clause (B) the Revolving Credit Facility has the benefit of such covenants on the same terms or (y) such covenant only apply after the Latest Maturity Date with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date Credit Facility in effect as of the time such Incremental Revolving Loans Credit Facility is incurred) and (C) no Restricted Subsidiary shall be a borrower or (ii) a guarantor with respect to such Incremental Revolving Credit Facility unless such Restricted Subsidiary is a Loan Party that has previously or substantially concurrently guaranteed or borrowed, as applicable, the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may Obligations, and, if secured, shall only be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined secured by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative CurrenciesCollateral. (bd) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 2.17 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesFacility. Incremental Facilities may be made by any Any additional bank, financial institution, existing Lender or by other Person that elects to provide Commitments under an Incremental Facility shall be reasonably satisfactory to the Borrower and, in the case of any Eligible Assignee Incremental Revolving Credit Facility and, to the extent such consent would be required for an assignment of such Loans or Commitments pursuant to Section 9.06, the L/C Issuers (such consent not to be unreasonably withheld, delayed or conditioned) (any such Eligible Assignee providing such Incremental Facilities at such time bank, financial institution, existing Lender or other Person being called an “Additional Lender” ”) and, together with the existing Lenders providing such Incremental Facilities at such timeif not already a Lender, the “Incremental Lenders”). Incremental Facilities shall be established become a Lender under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Facility Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental such Additional Lender (in the case of this Agreement and, as appropriate, any other Loan Document, as applicable) and the Administrative Agent; provided that, the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) will be required with respect to any such Additional Lender if such consent would be required for an assignment of such Loans and Commitments pursuant to Section 9.06 to such Additional Lender. No Lender shall be obligated to provide any Commitments under an Incremental Facility, unless it so agrees. Commitments in each case respect of any Incremental Facilities shall become Commitments under this Agreement. An Incremental Facility Amendment may, without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary necessary, advisable or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.96 US-DOCS\140506888.9146702970.6

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Closing Date, upon notice by notice the Borrower to the Administrative Agent Person appointed by the Borrower to arrange an incremental Facility (whereupon such Person (who (i) may be the Administrative Agent shall promptly deliver a copy to each of Agent, if it so agrees, or (ii) any other Person appointed by the LendersBorrower after consultation with the Administrative Agent), request one or more tranches of term loans hereunder (collectively, the “Incremental Term LoansArranger”) or specifying the proposed amount thereof and the proposed currency denomination thereof, request (i) an increase in any Tranche then outstanding (which shall be on the same terms as, and become part of, the Tranche proposed to be increased hereunder) (each, a “Commitment Increase”) and (ii) the addition of one or more additional tranches of revolving new term loan facilities, in each case, in such currency or currencies as the Borrower identifies in such notice (each, a “New Facility”; and any advance made by a Lender thereunder, a “New Loan”; and the commitments hereunder (collectivelythereof, the “New Commitment”) in an amount not to exceed the sum of (x) the greater of (A) $80,500,000 and (B) Consolidated EBITDA as of the most recently ended four fiscal quarter period for which internal financial statements (and after giving effect to any acquisition consummated concurrently therewith on a Pro Forma Basis and all other appropriate pro forma adjustment events consistent with the definition of “Consolidated EBITDA” and Section 1.10), minus the amount incurred prior to the date of incurrence thereof under the First Lien Cash-Capped Incremental Revolving Commitments” and, together Amount (and not reclassified in accordance with any Incremental Term Loans, the provisions of the First Lien Credit Agreement) (the “Cash-Capped Incremental FacilitiesFacility”); provided that , (y) an unlimited amount (the “Ratio-Based Incremental Facility”) so long as the Maximum Leverage / Minimum Interest Coverage Requirement is satisfied and (z) an amount equal to (i) the aggregate amount all voluntary prepayments of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases Loans made pursuant to Section 2.19, does not exceed $250,000,000, 2.05(a) and (ii) the final stated maturity date all repurchases of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable Loans made pursuant to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilitiesterms hereof, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) in each case, to the extent such more favorable terms are incorporated into not funded with the Loan Documents proceeds of long term Indebtedness (excluding, for the benefit avoidance of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent doubt, proceeds of any Lendersrevolving credit facility (including the Revolving Credit Facility (as such term is defined in the First Lien Credit Agreement))) as determined by (the Lead Borrower in its reasonable discretion. “Prepayment-Based Incremental Facilities shallFacility”) (such sum, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental LendersAmount”). Incremental Facilities ; provided that any such request for an increase shall be in a minimum amount of the lesser of (x) $5,000,000, and (y) the entire amount of any increase that may be requested under this Section 2.14; provided, further, that for purposes of any New Commitment established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior 2.14 and New Incremental Notes issued pursuant to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time.2.15: (cA) The entry into any Incremental Facilities hereunder shall require and the Borrower shall be deemed to have used amounts under the Prepayment-Based Incremental Facility, if any, prior to utilization of the Cash-Capped Incremental Facility, and the Borrower shall be a representation deemed to have used the Ratio-Based Incremental Facility (to the extent compliant therewith) prior to utilization of the Cash-Capped Incremental Facility and warranty by each Borrower on the date on which such Prepayment-Based Incremental Facilities are entered into that the conditions set forth in Facility, (B) New Commitments pursuant to this Section 2.20 2.14 and in New Incremental Notes pursuant to Section 4.2 2.15 may be incurred under the Ratio-Based Incremental Facility (to the establishment extent compliant therewith), the Cash- Capped Incremental Facility and the Prepayment-Based Incremental Facility, and proceeds from any such incurrence may be utilized in a single transaction by first calculating the incurrence under the Ratio-Based Incremental Facility (without inclusion of any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facilities have been satisfied as Facility or the Prepayment-Based Incremental Facility) and then calculating the incurrence under the Prepayment-Based Incremental Facility (without inclusion of such date.any amounts substantially concurrently utilized pursuant to the Cash-Capped Incremental Facility) and then calculating the incurrence under the Cash-Capped Incremental Facility,

Incremental Facilities. (a) The Lead Borrower may, may at any time or from time to time after the Fourth Restatement Effective Date, by written notice delivered to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (i) one or more tranches new term loans which may be the same Class as any outstanding Class of Term Loans (a “Term Loan Increase”) and/or one or more new Classes of term loans hereunder (collectively, with any Term Loan Increase (and including the Tranche B Term Loans and Tranche B-1 Term Loans), the “Incremental Term Loans”), (ii) one or more increases in the amount of the Revolving Credit Commitments of any Class (each such increase, an “Incremental Revolving Credit Commitment Increase”) or (iii) one or more additional tranches Classes of revolving credit commitments hereunder (collectivelythe “Additional/Replacement Revolving Credit Commitments”, and together with the Incremental Term Loans and the Incremental Revolving Credit Commitment Increases, the “Incremental Facilities” and the commitments in respect thereof are referred to as the “Incremental Commitments” (including therein the Tranche B Term Loan Facility and Tranche B-1 Term Loan Facility, and the Tranche B Term Loan Commitments and the Tranche B-1 Term Loan Commitments, respectively)); provided that: 104 (i) after giving effect to the effectiveness of any Incremental Agreement referred to below, except as set forth in the proviso to clause (b) below, no Event of Default shall exist and at the time that any such Incremental Term Loan, Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitment is made or effected (and after giving effect thereto), no Event of Default shall exist; provided that, with respect to any Incremental Agreement the primary purpose of which is to finance a Permitted Acquisition or any other Investment permitted by this Agreement constituting an acquisition of assets constituting a business unit, line of business or division of, or all or substantially all of the Capital Stock of, another Person, this clause (i) may be waived or omitted by Incremental Lenders holding more than 50% of the aggregate Incremental Commitments under such Incremental Agreement (other than with respect to the absence of any Event of Default under Section 11.1 or Section 11.5, which requirement may not be waived by such Incremental Lenders); and (ii) after giving effect to the incurrence of such Incremental Term Loans or borrowing under such Incremental Revolving Credit Commitment Increase or borrowing under such Additional/Replacement Revolving Credit Commitments (and after giving effect to any Specified Transaction to be consummated in connection therewith), the Borrower and the Restricted Subsidiaries would be in compliance on a Pro Forma Basis with the requirements of Sections 10.9 and 10.10 as of the most recently ended Test Period on or prior to the incurrence of any such Incremental Facilities, calculated on a Pro Forma Basis, in each case as if such Incremental Term Loans, Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitments, as applicable, had been outstanding (and any related transactions had occurred) on the first day of such Test Period. (b) Each tranche of Incremental Term Loans, each tranche of Additional/Replacement Revolving Credit Commitments and each Incremental Revolving Credit Commitment Increase shall be in an aggregate principal amount that is not less than $5,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the limit set forth below) (and in minimum increments of $1,000,000 in excess thereof), and following the Effective Date, the aggregate amount of the Incremental Term Loans, Incremental Revolving Credit Commitment Increases and the Additional/Replacement Revolving Credit Commitments shall not exceed, at the time of incurrence thereof and after giving Pro Forma Effect thereto and the use of the proceeds thereof, of the sum of (A) the greater of $500,000,000 and an amount equal to 100% of Consolidated EBITDA for the Test Period most recently then-ended for which the Section 9.1 Financials required by Section 9.1(a) or Section 9.1(b) have actually been delivered (minus, the aggregate principal amount of all Permitted Additional Debt incurred under clause (A) of the proviso to Section 10.1(v)(ii) at any time following the Effective Date), plus (B) an aggregate additional amount of Indebtedness, such that, after giving Pro Forma Effect to such incurrence or issuance (and after giving effect to any Specified Transaction to be consummated in connection therewith and assuming that all Incremental Revolving Credit Commitments then outstanding were fully drawn (except to the extent that such Incremental Revolving Credit Commitments refinanced or replaced all or any portion of the Revolving Credit Commitments outstanding on the Effective Date))) the Borrower would be in compliance with a Consolidated Secured Debt to Consolidated EBITDA Ratio as of the Test Period most recently ended on or prior to the incurrence of any such Incremental Facility, calculated on a Pro Forma Basis, as if such incurrence (and transaction) had occurred on the first day of such Test Period, that is no greater than 4.0:1.0 (the amounts under clause (A), the “Free and Clear Incremental Amount” and the amounts under clause (B), the “Incurrence-Based Incremental Amount” and, together with the Free and Clear Incremental Amount, the “Incremental Limit”); provided that (i) Incremental Term Loans may be incurred without regard to the Incremental Limit, without regard to the requirement set forth in the proviso to Section 2.14(a) that the Borrower and the Restricted Subsidiaries be in compliance on a Pro Forma Basis with the requirements of Sections 10.9 and 10.10 as of the most recently ended Test Period, and 105 without regard to whether an Event of Default has occurred and is continuing, to the extent that the Net Cash Proceeds from such Incremental Term Loans are used on the date of incurrence of such Incremental Term Loans to prepay Term Loans in accordance with the procedures set forth in Section 5.2(a)(i) and subject to the payment of premiums set forth in Section 5.1(b), if applicable, (ii) Additional/Replacement Revolving Credit Commitments may be provided without regard to the Incremental Limit, without regard to the requirement set forth in the proviso to Section 2.14(a) that the Borrower and the Restricted Subsidiaries be in compliance on a Pro Forma Basis with the requirements of Sections 10.9 and 10.10 as of the most recently ended Test Period, and without regard to whether an Event of Default has occurred and is continuing, to the extent that the existing Revolving Credit Commitments shall be permanently reduced in accordance with Section 5.2(e)(ii) by an amount equal to the aggregate amount of Additional/Replacement Revolving Credit Commitments so provided and (iii) the Borrower may elect to use the Incurrence-Based Incremental Amount prior to the Free and Clear Incremental Amount or any combination thereof in accordance with Section 1.2(m) (and, absent such election, shall be deemed to have used the Incurrence-Based Incremental Amount). Without limiting the foregoing, all or any portion of the Free and Clear Incremental Amount incurred concurrently with all or any portion of the Incurrence-Based Incremental Amount shall not count as Indebtedness for the purposes of calculating the applicable ratio pursuant to the Incurrence-Based Incremental Amount in accordance with Section 1.2(m). (c) (i) The Incremental Term Loans (I) shall rank pari passu in right of payment and of security with the Tranche B-1 Term Loans, (II) shall not mature earlier than the Tranche B-1 Term Loan Maturity Date, (III) shall not have a shorter Weighted Average Life to Maturity than the Tranche B-1 Term Loan Facility, (IV) shall have an amortization schedule (subject to clause (III) above), and interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, funding discounts, original issue discounts and prepayment premiums for the Incremental Term Loans as determined by the Borrower and the lenders of the Incremental Term Loans; provided, however, that if the Effective Yield in respect of any Incremental Term Loans that rank pari passu in right of payment and security with the Tranche B-1 Term Loans as of the date of funding thereof and established on or prior to the Tranche B-1 Term Loan Maturity Date exceeds the Effective Yield in respect of the Tranche B-1 Term Loans by more than 0.50%, then the Applicable Margin in respect of the Initial Term Loans shall be adjusted so that the Effective Yield in respect of the Tranche B-1 Term Loans is equal to the Effective Yield of the Incremental Term Loans minus 0.50%; provided, further, to the extent that any change in the Effective Yield of the Tranche B-1 Term Loans is necessitated by this clause (c)(i) on the basis of an effective interest rate floor in respect of the Incremental Term Loans, the increased Effective Yield in the Tranche B-1 Term Loans shall (unless otherwise agreed in writing by the Borrower) have such increase in the Effective Yield effected solely by increases in the interest rate floor(s) applicable to the Tranche B-1 Term Loans and (V) may otherwise have terms and conditions different from those of the Tranche B-1 Term Loans; provided that (except with respect to matters contemplated by subclauses (II), (III) and (IV) in above) any differences shall be reasonably satisfactory to the Administrative Agent. 106 (i) The Incremental Revolving Credit Commitment Increase shall be treated the same as the Revolving Credit Commitments (including with respect to maturity date thereof) and shall be considered to be part of the Revolving Credit Facility. (ii) The Additional/Replacement Revolving Credit Commitments (i) shall rank pari passu in right of payment and of security with the Revolving Credit Loans, (ii) shall not mature earlier than the Revolving Credit Maturity Date and shall require no mandatory commitment reduction prior to the Revolving Credit Maturity Date, (iii) shall have interest rates (including through fixed interest rates), interest margins, rate floors, upfront fees, undrawn commitment fees, funding discounts, original issue discounts and prepayment premiums as determined by the Borrower and the lenders of such commitments, (iv) shall contain borrowing, repayment and termination of Commitment procedures as determined by the Borrower and the lenders of such commitments, (v) may include provisions relating to swingline loans and/or letters of credit, as applicable, issued thereunder, which issuances shall be on terms substantially similar (except for the overall size of such subfacilities, the fees payable in connection therewith and the identity of the swingline lender and letter of credit issuer, as applicable, which shall be determined by the Borrower, the lenders of such commitments and the applicable letter of credit issuers and swingline lenders and borrowing, repayment and termination of commitment procedures with respect thereto, in each case which shall be specified in the applicable Incremental Agreement) to the terms relating to Swingline Loans and Letters of Credit with respect to the Revolving Credit Commitments or otherwise reasonably acceptable to the Administrative Agent and (vi) may otherwise have terms and conditions different from those of the Revolving Credit Facility; provided that (except with respect to matters contemplated by clauses (ii), (iii), (iv) and (v) above) any differences shall be reasonably satisfactory to the Administrative Agent. (d) Each notice from the Borrower pursuant to this Section 2.14 shall be given in writing and shall set forth the requested amount and proposed terms of the relevant Incremental Term Loans, Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments. Incremental Term Loans may be made, and Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit Commitments may be provided, subject to the prior written consent of the Borrower (not to be unreasonably withheld), by any existing Lender (it being understood that no existing Lender will have an obligation to make a portion of any Incremental Term Loan, no existing Lender with a Revolving Credit Commitment will have any obligation to provide a portion of any Incremental Revolving Credit Commitment Increase and no existing Lender with an Revolving Credit Commitment will have an obligation to provide a portion of any Additional/Replacement Revolving Credit Commitment) or by any other bank, financial institution, other institutional lender or other investor (any such other bank, financial institution or other investor being called an “Incremental FacilitiesAdditional Lender”); provided that (i) the aggregate amount of Administrative Agent shall have consented (not to be unreasonably withheld) to such Lender’s or Additional Lender’s making such Incremental Facilities, taken together with all Term Loans or providing such Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Revolving Credit Commitment Increases made pursuant or such Additional/Replacement Revolving Credit Commitments if such consent would be required under Section 13.6(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Lender; provided further that, solely with respect to any Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments, each Swingline Lender and each Letter of Credit Issuer shall have consented (not to be unreasonably withheld) to such Additional ▇▇▇▇▇▇’s providing such Incremental Revolving Credit Commitment Increases or Additional/Replacement Revolving Credit Commitments if such consent would be required under Section 2.1913.6(b) for an assignment of Loans or Commitments, does not exceed $250,000,000as applicable, to such Lender or Additional Lender. 107 (iie) the final stated maturity date of such tranche Commitments in respect of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Term Loans, Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit Commitments shall become Commitments (ivor in the case of an Incremental Revolving Credit Commitment Increase to be provided by an existing Lender with a Revolving Credit Commitment, an increase in such Lender’s applicable Revolving Credit Commitment) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental AmendmentAgreement”) of to this Agreement and, as appropriate, the other Loan Credit Documents, executed by Holdings, the Lead Borrower, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Agreement may, in each case subject to Section 2.14(c), without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental AmendmentsSection. The effectiveness of any Incremental Agreement shall be subject to the satisfaction on the date thereof (each, an “Incremental Facility Closing Date” (including the Second Amendment Effective Date, the Fourth Amendment Effective Date and, the Fifth Amendment Effective Date and the Seventh Amendment Effective Date)), and the occurrence of any Credit Events pursuant to such Incremental Agreement, shall be subject to the satisfaction of the such conditions as the parties thereto shall agree andagree. The Borrower will use the proceeds of the Incremental Term Loans, Incremental Revolving Credit Commitment Increases and Additional/Replacement Revolving Credit Commitments for any purpose not prohibited by this Agreement; provided that the proceeds of any Incremental Term Loans incurred, and any Additional/Replacement Revolving Credit Commitments provided, in the either case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely described in the case of Incremental Revolving Commitmentsproviso to Section 2.14(b), the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on used in accordance with the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such dateterms thereof.

Incremental Facilities. (a) The Lead Subject to the terms and conditions set forth herein, the Borrower mayshall have the right, from time to time after the Fourth Restatement Effective Date, by and upon at least ten (10) Business Days’ prior written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lendersan “Incremental Request”), to request to incur one or more tranches of term loans hereunder (collectively“Other Term Loans” and, together with any additional term loans under a then existing tranche incurred pursuant to this Section 2.16, the “Incremental Term Loans”; and any credit facility for providing for any Incremental Term Loans being referred to as an “Incremental Term Facility”) or one or more additional tranches of revolving commitments hereunder and/or increase the Aggregate Revolving Commitments (collectively, the “Incremental Revolving Commitments” and”; and revolving loans made thereunder the “Incremental Revolving Loans”); the Incremental Revolving Loans, together with any the Incremental Term Loans, 13380177v4 Loans are referred to herein as the “Incremental FacilitiesFacility Loans”); provided that , subject, however, in any such case, to satisfaction of the following conditions precedent: (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred Revolving Commitments and Incremental Term Loans effected pursuant to this Section 2.20 and 2.16 shall not exceed (A) $200,000,000 plus (B) an unlimited amount so long as after giving effect to the aggregate incurrence of such Incremental Facility Loans (assuming the full amount of Commitment Increases made the Incremental Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Consolidated Net Leverage Ratio, based on the last Fiscal Quarter ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 2.196.01(b), does not exceed $250,000,000, is less than 3.25:1.00; (ii) subject, in the final stated maturity case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08, on the date on which any Incremental Facility Amendment is to become effective, both immediately prior to and immediately after giving effect to the incurrence of such tranche Incremental Facility Loans (assuming that the full amount of the Incremental Facilities Facility Loans shall not have been funded on such date) and any related transactions, no Default shall have occurred and be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, continuing; (iii) subject, in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08, after giving effect to the incurrence of such tranche Incremental Facility Loans (assuming the full amount of the Incremental Facilities Facility Loans have been funded) and any related transactions, on a Pro Forma Basis, the Loan Parties shall be in compliance with the financial covenants set forth in Article VII; (iv) subject, in the case of an Incremental Term Loan being used to finance a Limited Condition Acquisition, to Section 1.08, the representations and warranties set forth in Article V shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) on and as of the date on which such Incremental Facility Amendment is to become effective, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or if such representation and warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of such earlier date; (v) any Incremental Revolving Commitments shall be made on the same terms and provisions (other than upfront fees) as apply to the existing Revolving Commitments, including with respect to maturity date, interest rate and prepayment provisions, and shall not constitute a credit facility separate and apart from the existing revolving credit facility set forth in Section 2.01(b); (vi) [reserved]; (vii) in the case of any Other Term Loans, such Other Term Loans shall: (A) rank pari passu in right of payment priority with the Revolving existing Loans, (ivB) such Incremental Facilities shall not be(I) rank pari passu or junior in right of security with the existing Loans (subject, in the case of Other Term Loans secured on a junior basis, to an intercreditor agreement satisfactory to the Administrative Agent) and shall not be permitted to besecured by any assets other than the Collateral or (II) be unsecured , (C) not be guaranteed by any Subsidiary of Holdings Person that is not a Guarantor under this Agreement Loan Party, (D) have a maturity date that is no earlier than the Maturity Date for the Loans, and (vE) have pricing and amortization as determined by the terms, conditions Borrower and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing of such Incremental FacilitiesOther Term Loans; provided that, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) any such Other Term Loan may include mandatory prepayments on account of asset sales, insurance and condemnation receivables, extraordinary receipts, debt issuances (other than permitted indebtedness) and excess cash flow on customary terms market for covenants or other such provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or and (ii) the other terms and documentation in respect of 13380177v4 any Other Term Loans will be reasonably satisfactory to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without Borrower; (viii) the consent Administrative Agent shall have received additional commitments in a corresponding amount of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. such requested Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in Facility Loans from either existing Lenders and/or one or more Alternative Currencies.other institutions that qualify as Eligible Assignees (it being understood and agreed that no existing Lender shall be required to provide an additional commitment); and (bix) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent shall have received customary closing certificates, legal opinions and resolutions of the Loan Parties that it may reasonably request relating to the corporate or other necessary authority for such Incremental Facility Loans and the Lead Borrowervalidity of such Incremental Facility Loans, to effect the provisions of this Section 2.20. Without limiting the foregoingand any other matters relevant thereto, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each all in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize Each Incremental Term Facility and any Incremental Revolving Commitments shall be evidenced by an amendment (an “Incremental Facility Amendment”) to this Agreement, giving effect to the modifications permitted by this Section 2.16 (and subject to the limitations set forth in the immediately preceding paragraph), executed by the Loan Parties, the Administrative Agent and each Lender providing a portion of the Incremental Term Facility and/or Incremental Revolving Commitments, as applicable; which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Facility Amendment shall also require such amendments to enter into the Loan Documents, and such other new Loan Documents, as the Administrative Agent reasonably deems necessary or appropriate to effect the modifications and credit extensions permitted by this Section 2.16. Neither any Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Lender, other than the Lenders providing such Incremental AmendmentsTerm Loans and/or Incremental Revolving Commitments, as applicable, and the Administrative Agent, in order to be effective. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that thereof of each of the conditions set forth above and as such other conditions (if any) as requested by the Lenders under the Incremental Facility established in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such dateconnection therewith.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by Upon written notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy to each of notify the Lenders), request one or more tranches of term loans hereunder (collectivelyat any time after the Closing Date, the “Incremental Term Loans”) or Borrower may request one or more additional tranches of revolving commitments hereunder term loans or increases in any then-existing Term Facility (each an “Incremental Term Commitment” and all of them, collectively, the “Incremental Revolving Commitments” and”); provided that no Lender shall be required to participate in any Incremental Facility; provided, together further, that after giving effect to any such addition, the aggregate principal amount of Incremental Commitments that have been added pursuant to this Section 2.14 shall not exceed the sum of (x) the Fixed Dollar Amount minus the aggregate principal amount of (i) all Incremental First Lien Commitments that have been added pursuant to clause (x) of Section 2.14 of the First Lien Credit Agreement, (ii) all Permitted Other Indebtedness incurred under clause (x) of the definition thereof and (iii) all Permitted Other First Lien Indebtedness incurred under clause (x) of the definition thereof, plus (y) all voluntary prepayments of Term Loans pursuant to Section 2.05(a)(i) and (iv) and Section 10.07(i) (to the extent made by the Borrower or any of its Subsidiaries), in each case made at or prior to such time (in each case, other than (i) prepayments of Indebtedness incurred in reliance on clause (z) of this Section 2.14(a) and (ii) prepayments funded with proceeds of Indebtedness) minus the aggregate principal amount of all Permitted Other Indebtedness incurred under clause (y) of the definition thereof, plus (z) such additional amount so long as, after giving effect on a Pro Forma Basis to the incurrence thereof (assuming for such purposes that the entire amount of any such Incremental Commitments and all previous Incremental Commitments were fully funded) cause the Secured Net Leverage Ratio (without netting the cash and Cash Equivalents constituting proceeds of the applicable Incremental Facilities) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01(a) or (b) would not exceed 6.00:1.00, and any such addition shall be in an aggregate amount of not less than $5,000,000 or any whole multiple of $1,000,000 in excess thereof. The Borrower may (I) incur Incremental Commitments under clause (x), (y) or (z) of the second proviso of the immediately preceding sentence in such order as it may elect in its sole discretion and shall be allowed to classify under which clause such Incremental Commitments are being incurred at the time of such incurrence, without giving Pro Forma Effect to any Incremental Facilities or any increases of the Term Facility (or any portion thereof) in each case permitted to be incurred under such clauses (x) and (y) that is being incurred concurrently with an incurrence under such clause (z) when calculating the amount of Incremental Commitments (or any portion thereof) that may be incurred pursuant to such clause (z) at such time and (II) later reclassify Indebtedness incurred under clauses (x) or (y) of the second proviso of the immediately preceding sentence as incurred pursuant to clause (z) of the second proviso of the immediately preceding sentence, if at the time of such reclassification, the Borrower would have been permitted to incur such Indebtedness under such clause (z). Any loans made in respect of any such Incremental Term Commitments (the “Incremental Term Loans” and any such facility an “Incremental Term Loan Facility” and collectively, the “Incremental Facilities”); provided that ) may be made, at the option of the Borrower, by either (i) increasing a given Class of Commitments with the aggregate amount same terms (including pricing) as the existing Term Loans of such Class, in which case such Incremental Facilities, taken together with Term Loans shall constitute Term Loans of such Class for all Incremental Facilities previously incurred pursuant to this Section 2.20 purposes hereunder and under the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, other Loan Documents or (ii) the final stated maturity date of such creating a new tranche of term loans (an “Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Term Loan Tranche”). The Incremental Facilities shall rank pari passu in right of payment and in respect of lien priority as to the Collateral with the Revolving outstanding Term Loans, (iv) such . The proceeds of the Incremental Facilities shall not bebe used for working capital, capital expenditures and shall not be other general corporate purposes (including any actions permitted to beby Article VII, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (vincluding permitted Restricted Payments) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative CurrenciesRestricted Subsidiaries. (b) Each notice from The Incremental Term Loans comprising each Incremental Term Loan Tranche: (i) other than customary “bridge” facilities which by their terms will be converted into a facility that has, or extended such that they have, a maturity date later than the Lead Borrower pursuant Latest Maturity Date of all Classes of Commitments and Loans then in effect and Indebtedness in an aggregate principal amount not in excess of the Inside Maturity Basket, shall have a maturity date that is not prior to clause the Latest Maturity Date of all Classes of Term Loans then in effect and shall have a Weighted Average Life to Maturity that is not shorter than that of any Class of Term Loans; (aii) [reserved]; (iii) (x) may share ratably, more than ratably or less than ratably in any voluntary prepayments of the Term Facility and (y) shall share ratably (and may not share more than ratably) in any mandatory prepayments of the Term Facility (unless the Incremental Lenders with respect to such Incremental Term Loans agree to receive prepayments after the prepayments of the Initial Term Loans or any other Incremental Term Loans); (iv) may be denominated in Dollars or any other currency reasonably acceptable to the applicable Incremental Lenders and the Administrative Agent; (v) except as set forth in Section 2.14(a) and this Section 2.20 2.14(b) with respect to prepayment events, maturity date, interest rate, yield, fees and original issue discounts and except with respect to the permitted use of proceeds thereof, shall set forth have terms not materially more restrictive to the requested amount and, in reasonable detail, Borrower (as determined by the proposed Borrower) than the terms of the relevant Initial Term Loans (except for any terms beneficial to the Incremental Facilities. Lenders that are either (1) also added for the benefit of the existing Lenders or (2) only applicable to periods after the Latest Maturity Date of all Classes of Commitments and Loans then in effect) (and to the extent materially more restrictive than the terms of the outstanding Initial Term Loans, shall be reasonably satisfactory to the Administrative Agent); provided that if the initial Yield on any Incremental Facilities Term Loan Tranche exceeds by more than 50 basis points (the amount of such excess above 50 basis points being herein referred to as the “Incremental Yield Differential”) the Yield then in effect for any outstanding Initial Term Loans, then the Applicable Rate then in effect for such outstanding Initial Term Loans shall automatically be increased by the Incremental Yield Differential, effective upon the making of the Incremental Term Loans under the Incremental Term Loan Tranche (and in respect of the Incremental Yield Differential in the form of an interest rate “floor,” at the option of the Borrower, such increase will be reflected solely as an increase to the interest rate floor applicable to the Initial Term Loans); provided, further, that for purposes of the foregoing calculation, any Incremental Term Loan Tranche that is fixed rate Indebtedness shall be swapped to a floating rate on a customary matched maturity basis; and (vi) [reserved]. (c) Incremental Term Loans (or any portion thereof) may be made by any existing Lender or by any Eligible Assignee other bank, investing entity or other Person (but in no case by (i) any Loan Party, (ii) except in compliance with the proviso of Section 2.14(i) below solely with respect to Incremental Term Commitments and Incremental Term Loans, an Affiliated Lender, (iii) any Defaulting Lender or any of its Subsidiaries, (iv) any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in clause (iii), or (v) any natural person) (each, except to the extent excluded pursuant to the foregoing parenthetical, an “Incremental Lender”), in each case on terms permitted in this Section and otherwise on terms reasonably acceptable to the Administrative Agent; provided that the Administrative Agent shall have consented (not to be unreasonably withheld) to such Eligible Assignee providing Lender’s or Incremental Lender’s, as the case may be, making such Incremental Facilities at Term Loans if such time being called consent would be required under Section 10.07 for an “Additional assignment of Loans to such Lender or Incremental Lender” and, together with as the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”)case may be. Incremental Facilities No Lender shall be established obligated to provide any Incremental Term Loans unless it so agrees. (d) Incremental Commitments and the loans made thereunder shall become Commitments and Loans, respectively, under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Commitments Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by Holdings, the Lead Borrower, each Incremental Lender and the Administrative Agent. An Incremental Commitments Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other any Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerAgent, to effect the provisions of this Section 2.20. Without limiting 2.14, including any amendments that are not adverse to the foregoinginterests of any Lender. (e) If any Incremental Commitments are added in accordance with this Section 2.14, upon the reasonable request of the Administrative Agent and the Borrower shall determine the effective date (the “Incremental Commitments Effective Date”) and the final allocation of such addition. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such addition and the Incremental Commitments Effective Date. (f) The effectiveness of any Incremental Commitments Amendment shall be subject to the satisfaction on the date thereof of each of the following conditions: (i) the Administrative Agent shall have received on or prior to the Collateral Incremental Commitments Effective Date each of the following, each dated the applicable Incremental Commitments Effective Date unless otherwise indicated or agreed to by the Administrative Agent and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize : (A) the applicable Incremental Commitments Amendment; (B) certified copies of resolutions of each Loan Party approving the execution, delivery and performance of the Incremental Commitments Amendment and either certified copies of the Organization Documents of each Loan Party or a certification by a Responsible Officer of each Loan Party that there have been no changes to the Organization Documents of such Loan Party since the Closing Date; (C) to the extent requested by the Administrative Agent, a Mortgage modification or a new Mortgage with respect to each Mortgaged Property and the related documents, agreements and instruments (including legal opinions) set forth in Sections 6.12(a)(iii) and 6.12(a)(iv), which Mortgage modification, new Mortgage and related documents, agreements and instruments (including legal opinions) may, if agreed to by the Administrative Agent in its sole discretion, be delivered within ninety (90) days of the date of effectiveness of the applicable Incremental Commitments Amendment (or such longer period as agreed to enter into by the Administrative Agent in its sole discretion); (D) delivery of all items contemplated by Section 6.14(a)(ii); and (E) a favorable opinion of counsel for the Loan Parties dated the Incremental Commitments Effective Date, to the extent requested by the Administrative Agent, addressed to the Administrative Agent, the Collateral Agent and the Lenders in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent; (ii) (A) the conditions precedent set forth in Section 4.02 shall have been satisfied both before and after giving effect to such Incremental AmendmentsCommitments Amendment and the additional borrowings provided thereby, (B) such increase shall be made on the terms and conditions provided for above, and (C) at the time that any such Incremental Term Loan is made (and after giving effect thereto) no Default or Event of Default shall exist; and (iii) there shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Incremental Lenders, as applicable, all fees and, to the extent required by Section 10.04, expenses (including reasonable out-of-pocket fees, charges and disbursements of counsel) that are due and payable on or before the Incremental Commitments Effective Date. The Notwithstanding the foregoing, if the proceeds of any Incremental Commitments will be used to consummate a Limited Condition Transaction and the Borrower has made an LCT Election with respect to such Limited Condition Transaction, (x) the condition that upon the effectiveness of any Incremental Commitments Amendment and at the time that any such Incremental Term Loans are made (and after giving effect thereto), no Default or Event of Default shall exist, may be tested and satisfied as of the LCT Test Date so long as upon the effectiveness of such Incremental Commitments and the making of such Incremental Term Loans, no Event of Default under Section 8.01(a), (f) or (g) shall exist, (y) the condition that upon the effectiveness of any Incremental Commitments Amendment and at the time that any such Incremental Term Loans are made (and after giving effect thereto), the representations and warranties of the Borrower and each other Loan Party contained in Article V or any other Loan Document shall be subject to the satisfaction true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality), may be tested and satisfied as of the conditions LCT Test Date so long as upon the parties thereto effectiveness of such Incremental Commitments and the making of such Incremental Term Loans, the Specified Representations shall agree andbe true and correct in all material respects and (z) the Secured Net Leverage Ratio set forth in Section 2.14(a)(z) may, at the Borrower’s election, be tested and satisfied as of the LCT Test Date and will not be tested upon the effectiveness of such Incremental Commitments and the making of such Incremental Term Loans (but may be recalculated and retested, at the option of the Borrower, at such time). (g) On each Incremental Commitments Effective Date, each Incremental Lender (i) shall become a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii) shall have an Incremental Commitment which shall become a “Commitment” hereunder, and (iii) in the case of an Incremental Amendment Term Commitment, shall make an Incremental Term Loan to which an Eligible Assignee is party as an Additional Lenderthe Borrower in a principal amount equal to such Incremental Term Commitment, and such Incremental Term Loan shall be a “Term Loan” for all purposes of this Agreement and the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeother Loan Documents. (ch) The entry into [Reserved]. (i) This Section 2.14 shall supersede any provision of Section 2.13, 4.02 or 10.01 to the contrary; provided that, notwithstanding the foregoing, any Affiliated Lender providing any Incremental Facilities hereunder shall require and Term Commitments or Incremental Term Loans pursuant to this Section 2.14 shall be deemed subject to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions restrictions with respect to Affiliated Lenders set forth in this clauses (i) and (j) of Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date10.07.

Incremental Facilities.  (a) The Lead Borrower may, may at any time or from time to time after the Fourth Restatement Effective Closing Date, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request (x) one or more tranches of term loans hereunder (each such tranche, an “Incremental Term Loan” and collectively, the “Incremental Term Loans”) or (y) one or more additional tranches increases in the amount of revolving commitments hereunder the Revolving Commitments (collectivelyeach such increase, the a “Incremental Revolving CommitmentsCommitment Increase” and, together with any the “Incremental Term Loans, the “Incremental FacilitiesLoans”); provided that that: 46 (i) both at the time of any such request and upon the effectiveness of any Incremental Amendment referred to below (an “Incremental Loan Closing Date”), no Default or Event of Default shall exist after giving effect to the extension of credit contemplated on the Incremental Loan Closing Date; (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects on and as of the Incremental Loan Closing Date, as if made on and as of such date (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date); and (iii) the Borrower shall be in compliance with the covenants set forth in Section 7.1 determined on a pro forma basis as of the most recently ended Reference Period as if (x) the Incremental Term Loans or (y) the additional Revolving Loans, as applicable, proposed to be borrowed on such Incremental Closing Date had been outstanding and fully borrowed on the first day of such Reference Period of the Borrower for testing compliance therewith (bearing interest throughout the Reference Period at the rate applicable on the relevant Incremental Loan Closing Date). Each Incremental Term Loan shall be in an aggregate principal amount that is not less than $50,000,000 and each Revolving Commitment Increase shall be in an aggregate principal amount that is not less than $50,000,000 (provided that such amount may be less than $50,000,000 if such amount represents all remaining availability under the limit set forth in the next sentence). Notwithstanding anything to the contrary herein, the aggregate amount of such any Incremental FacilitiesLoans, when taken together with all other Incremental Facilities previously incurred pursuant Loans to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19date, does shall not exceed $250,000,000, 300,000,000. (iib) the final stated maturity date of such tranche of The Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities Loans shall rank pari passu in right of payment with the Revolving Loans, . The Incremental Term Loans (ivi) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement mature earlier than the Revolving Termination Date and (vii) the shall otherwise be on terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders including with respect to interest rate and amortization, and pursuant to documentation, to be determined by the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of Borrower, the Administrative Agent and the Lead Borrower and without lenders thereunder. Other than with respect to the consent of any Lenders)) as determined by Applicable Margin or Undrawn Fee Rate, the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election terms of the Lead Borrower, Revolving Commitments and Revolving Loans made pursuant to a Revolving Commitment Increase shall be available in dollars or in one or more Alternative Currenciesidentical to the terms of the existing Revolving Commitments and Revolving Loans. (bc) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the and proposed terms of the relevant Incremental FacilitiesLoans. Incremental Facilities Term Loans may be made made, and Revolving Commitment Increases may be provided, by any existing Lender or by any Eligible Assignee other bank or other financial institution as determined by the Borrower (any such Eligible Assignee providing such Incremental Facilities at such time other bank or other financial institution being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). ; provided that (i) no Lender shall have any obligation to provide any Incremental Facilities Loan or commitment in respect thereof unless it agrees to do so in its sole discretion and (ii) the Administrative Agent shall have consented (not to be established unreasonably withheld) to such Additional Lender. (d) Commitments in respect of Incremental Term Loans and Revolving Commitment Increases shall become Commitments (or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Lender’s applicable Revolving Commitment) under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender agreeing to provide such Commitment, if any, each Additional Lender, if any, and the Administrative Agent. The Incremental Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20Section. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Each Additional Lender executing an Incremental Amendment shall be subject become a Lender for all purposes and to the satisfaction of the conditions same extent as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is if originally a party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require hereto and shall be deemed to be a representation bound by and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 entitled to the establishment benefits of this Agreement. The Borrower will use the proceeds of the Incremental Facilities have been satisfied as of such dateTerm Loans and Revolving Commitment Increases for any purpose not prohibited by this Agreement.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Datemay on one or more occasions, by written notice to the Administrative Agent Agent, request (whereupon i) during the Revolving Availability Period, the establishment of Incremental Revolving Commitments and/or (ii) the establishment of Incremental Term Commitments; provided that, without the consent of the Required Lenders, the aggregate amount of all the Incremental Commitments established hereunder shall not exceed $25,000,000 (or, if, after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on the date of effectiveness thereof (and assuming that the full amount of such Incremental Commitments shall have been funded as Loans hereunder) and the consummation of any related Permitted Acquisition or other transaction, the Leverage Ratio, calculated on a pro forma basis in accordance with Section 1.05, shall be at least 0.50 less than the then-applicable maximum permitted Leverage Ratio for such period pursuant to Section 6.12, $125,000,000); provided further that, notwithstanding the foregoing proviso, the Borrower may so establish additional Incremental Term Commitments in an aggregate principal amount not to exceed $15,000,000 so long as the Incremental Term Loans are made thereunder on the date of the effectiveness thereof and have the final scheduled maturity, interest rate spread and other terms identical to the terms of the US Dollar Tranche Term Loans made on the Effective Date (it being understood that such Incremental Term Loans shall, upon the making thereof, be allocated among each then outstanding US Dollar Tranche Term Borrowing ratably and, in the case of any such allocation to a US Dollar Tranche Eurocurrency Term Borrowing, shall have an initial Interest Period equal to the remaining Interest Period applicable to such Borrowing, and, upon such allocation, such Incremental Term Loans shall be a part of each such Borrowing (and shall constitute Loans of the same Class as the US Dollar Tranche Term Loans made on the Effective Date)) and no Incremental Term Lender providing such Incremental Term Commitments shall receive any compensation in connection therewith other than the compensation equivalent to the fees received by the US Dollar Tranche Term Lenders on the Effective Date pursuant to Section 2.12(c). Each such notice shall specify (A) the date (each, an “Increase Effective Date”) on which the Borrower proposes that the Incremental Revolving Commitments or the Incremental Term Commitments, as applicable, shall be effective, which shall be a date not less than 10 Business Days (or such shorter period as may be agreed to by the Administrative Agent) after the date on which such notice is delivered to the Administrative Agent and (B) the amount of the Incremental Revolving Commitments or Incremental Term Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental Term Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Commitment or Incremental Term Commitment and (y) any Person that the Borrower proposes to become an Incremental Lender, if such Person is not then a Lender, must be an Eligible Assignee and must be reasonably acceptable to the Administrative Agent and, in the case of any proposed Incremental Revolving Lender, consented to in writing by each Issuing Bank and the Swingline Lender (such consent not to be unreasonably withheld)). The proceeds of Loans under any Incremental Commitments may be used for solely for working capital and other general corporate purposes of Holdings, the Borrower and the other Subsidiaries, including consummation of Permitted Acquisitions; provided that not more than $15,000,000 in the aggregate principal amount of Loans made under the Incremental Commitments may be used to consummate any purchase or acquisitions of Equity Interests in any Person (including any indirect purchase or acquisition of Equity Interests in any subsidiary of any Person the Equity Interest in which are directly so purchased or acquired) that is an Excluded Subsidiary. (b) The Incremental Commitments shall promptly deliver be effected pursuant to one or more Incremental Facility Agreements executed and delivered by Holdings, the Borrower, each Incremental Lender providing such Incremental Commitments and the Administrative Agent; provided that no Incremental Commitment shall become effective unless: (i) no Default or Event of Default shall have occurred and be continuing on the applicable Increase Effective Date, both immediately prior to and immediately after giving effect to such Incremental Commitments and the making of Loans and issuance of Letters of Credit thereunder to be made on such date (and assuming that the full amount of such Incremental Commitments shall have been funded as Loans on such date); (ii) on the applicable Increase Effective Date, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct (A) in the case of the representations and warranties qualified as to materiality, in all respects and (B) otherwise, in all material respects, in each case on and as of such date, except in the case of any such representation and warranty that expressly relates to a copy prior date, in which case such representation and warranty shall be so true and correct on and as of such prior date; (iii) after giving effect to such Incremental Commitments and the making of Loans and other extensions of credit thereunder to be made on the applicable Increase Effective Date (and assuming that the full amount of such Incremental Commitments shall have been funded as Loans on such date) and the consummation of any related Permitted Acquisition or other transaction, Holdings shall be in compliance on a pro forma basis with each of the Lenders)covenants set forth in Section 6.12 and 6.13 as of the end of and for the period of four fiscal quarters of Holdings then most recently ended; (iv) the Borrower shall make any payments required to be made pursuant to Section 2.16 in connection with such Incremental Commitments and the related transactions under this Section; and (v) Holdings and the Borrower shall have delivered to the Administrative Agent such legal opinions, request one or more tranches board resolutions, secretary’s certificates, officer’s certificates and other documents as shall have been reasonably requested by the Administrative Agent in connection with any such transaction. (c) The terms and conditions of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches Commitments and the Incremental Term Loans to be made thereunder shall be identical to those of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental US Dollar Tranche Term Commitments and the US Dollar Tranche Term Loans, the “Incremental Facilities”); provided that (i) the aggregate amount currency, interest rate or rates, any original issue discount, the amortization and effect thereon of any prepayment, the maturity date and any voluntary or mandatory commitment reduction or prepayment requirements (including prepayment premiums and other restrictions thereon) applicable thereto (which prepayment requirements may provide that such Incremental Term Loans may participate in any mandatory prepayments on a pro rata basis (or on a basis that is less than a pro rata basis) with the other Term Loans, but may not provide for prepayment requirements that are more favorable than those applicable to the other Term Loans) shall be determined by the Borrower and the Incremental Term Lenders providing such Incremental Term Commitments and Incremental Term Loans, as set forth in the applicable Incremental Facility Agreement, provided further that, notwithstanding the foregoing, (A) the Incremental Term Maturity Date applicable thereto shall be no earlier than the latest Maturity Date in effect on the applicable Increase Effective Date, and such Incremental Term Maturity Date shall not be subject to any conditions that could result in such date occurring on a date that precedes such Maturity Date (it being understood that a prepayment required pursuant to Section 2.11 or an acceleration pursuant to Section 7.01 shall not be deemed to constitute a modification of such Incremental FacilitiesTerm Maturity Date), taken together with all (B) the weighted average life to maturity of any Incremental Facilities previously incurred pursuant Term Loan shall be no shorter than the remaining weighted average life to this Section 2.20 maturity of the Term Loans outstanding on the applicable Increase Effective Date and (C) in the aggregate amount event that the Weighted Average Yield of Commitment Increases any Incremental Term Loans made pursuant to Section 2.19Incremental Term Commitments effected (or committed to be effected) at any time prior to the second anniversary of the Effective Date is more than 0.50% greater than the Weighted Average Yield of any Term Loans outstanding on the applicable Increase Effective Date, does then the interest rate spread applicable to such outstanding Term Loans shall be increased (and/or the Borrower will pay additional fees to Lenders holding such outstanding Term Loans) to the extent necessary so that the Weighted Average Yield of such Incremental Term Loans is not exceed $250,000,000greater than 0.50% over the Weighted Average Yield of such outstanding Term Loans, and (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time Facility Agreement establishing such Incremental Facilities are entered intoTerm Commitment and Incremental Term Loans may provide for one or more additional affirmative or negative covenants applicable to Holdings and the Subsidiaries, (iii) so long as any such tranche of Incremental Facilities shall rank pari passu in right of payment additional covenant with which Holdings and the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, Subsidiaries shall be substantially required to comply for the same as, or less favorable to benefit of the Incremental Term Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms Term Commitments and conditions applicable to the Lenders with respect to the Revolving Incremental Term Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents shall also be for the benefit of all existing other Lenders. Any Incremental Term Commitments established pursuant to an Incremental Facility Agreement that have identical terms and conditions, and any Incremental Term Loans made thereunder, shall be designated as a separate series (each a “Series”) of Incremental Term Commitments and Incremental Term Loans for all purposes of this Agreement. (d) The terms and conditions of any Incremental Revolving Commitment and Loans and other extensions of credit to be made thereunder shall be identical to those of the Revolving Commitments and Loans and other extensions of credit made thereunder, and shall be treated as a single Class with such Revolving Commitments and Loans; provided that, if the Borrower determines to increase the interest rate or fees payable in respect of Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, such increase shall be permitted if the interest rate or fees payable in respect of the other Revolving Commitments or Loans and other extensions of credit made thereunder, as applicable, shall be increased to equal such interest rate or fees payable in respect of such Incremental Revolving Commitments or Loans and other extensions of credit made thereunder, as the case may be. (e) Upon the effectiveness of an Incremental Commitment of any Incremental Lender, (i) such Incremental Lender shall be deemed to be a “Lender” (and a Lender in respect of Commitments and Loans of the applicable Class) hereunder, and henceforth shall be entitled to all the rights of, and benefits accruing to, Lenders (which may or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and shall be accomplished bound by all agreements, acknowledgements and other obligations of Lenders (or Lenders in respect of Commitments and Loans of the applicable Class) hereunder and under the other Loan Documents, and (ii) in the case of any Incremental Revolving Commitment, (A) such Incremental Revolving Commitment shall constitute (or, in the event such Incremental Lender already has a Revolving Commitment, shall increase) the Revolving Commitment of such Incremental Lender and (B) the Aggregate Revolving Commitment shall be increased by the amount of such Incremental Revolving Commitment, in each case, subject to further increase or reduction from time to time as set forth in the definition of the term “Revolving Commitment”. For the avoidance of doubt, upon the effectiveness of any Incremental Revolving Commitments, the Revolving Exposures of the Incremental Revolving Lenders holding such Commitments, and the Applicable Percentages of all the Revolving Lenders, shall automatically be adjusted to give effect thereto. (f) On the date of effectiveness of any Incremental Revolving Commitments, each Revolving Lender shall assign to each Incremental Revolving Lender holding such Incremental Revolving Commitment, and each such Incremental Revolving Lender shall purchase from each Revolving Lender, at the principal amount thereof (together with accrued interest), such interests in the consent Revolving Loans and participations in Letters of Credit outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participations in Letters of Credit will be held by all the Revolving Lenders (including such Incremental Revolving Lenders) ratably in accordance with their Applicable Percentages after giving effect to the effectiveness of such Incremental Revolving Commitments. (g) On any Increase Effective Date, subject to the terms and conditions set forth herein and in the applicable Incremental Facility Agreement, each Lender holding an Incremental Term Commitment of any Series shall make a loan to the Borrower in an amount equal to such Incremental Term Commitment. (h) The Loans and Commitments established pursuant to this Section shall constitute Loans and Commitments 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 the Guarantees and security interests created by the Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the security interests created by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such Loans or any such new Commitments. (i) The Administrative Agent shall notify the Lenders promptly upon receipt by the Administrative Agent of any notice from the Borrower referred to in Section 2.21(a) and of the Lead Borrower effectiveness of any Incremental Commitments, in each case advising the Lenders of the details thereof and, in the case of effectiveness of any Incremental Revolving Commitments, of the Applicable Percentages of the Revolving Lenders after giving effect thereto and of the assignments required to be made pursuant to Section 2.21(f). Each Incremental Facility Agreement may, without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shallLender, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 give effect to the establishment provisions of Incremental Facilities have been satisfied as of such datethis Section.

Incremental Facilities. (a) The Lead Borrower Borrowers (on a joint and several basis as between the Borrowers) may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy from time to each of the Lenders)time, request Incremental Loan Commitments from one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) Lenders or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Lenders, as applicable, all of which must be Eligible Assignees (which Eligible Assignee may not be the Administrative Borrower or a Subsidiary thereof but may, solely in the case of Incremental Term Loan Commitments” , be an Affiliated Lender or an Affiliate that becomes an Affiliated Lender as a result of such transaction (but only if Section 9.04(k) is complied with)), so long as at the time such Incremental Loan Commitments become effective and, together with any in the case of Incremental Term Loans, at the time any Incremental Loans in respect thereof are incurred (after giving effect on a pro forma basis to the incurrence of such Incremental Term Loans, and in each case assuming for the purpose of this calculation that the proceeds of such Incremental Term Loans are not treated as Unrestricted Cash for such purpose and assuming for such purpose that any such Incremental Revolving Loan Commitments are fully drawn in the form of Loans and that the proceeds thereof are not treated as Unrestricted Cash for such purpose), the aggregate principal amount of such Incremental Loan Commitments and (without duplication) Incremental Loans does not exceed the Maximum Incremental Facilities Amount. Such notice shall set forth (i) the amount of the Incremental Loan Commitments being requested (which shall be in minimum increments of $2,500,000 and a minimum amount of $10,000,000, such lesser amount equal to the remaining Maximum Incremental Facilities Amount or such other amounts as the Administrative Agent may reasonably agree to), (ii) the date (an “Increased Amount Date”) on which such Incremental FacilitiesLoan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice (or such other number of days as the Administrative Agent may reasonably agree to)) and (iii) whether such Incremental Term Loan Commitments are commitments to make term loans with terms different from any other then existing Term Loans (“Other Term Loans”); . (b) The Borrowers may seek Incremental Loan Commitments from existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) or any other bank, financial institution or other institutional lender or investor (each of which must be an Eligible Assignee) that agrees to provide any portion of Incremental Loan Commitments (each, an “Additional Incremental Lender”) (provided that (i) the aggregate amount of Administrative Agent, the Swing Line Lender and each Issuing Bank shall have consented (such consent not to be unreasonably withheld or delayed) to such Lender’s or Additional Incremental Lender’s making such Incremental FacilitiesLoan Commitments to the extent such consent, taken together with if any, would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, to such Lender or Additional Incremental Lender, (ii) an Affiliated Lender may provide Incremental Term Loan Commitments or Incremental Term Loans only if Section 9.04(k) is complied with, but may not provide Incremental Revolving Loan Commitments or Incremental Revolving Loans and (iii) the Administrative Borrower and its Subsidiaries may not make Incremental Loan Commitments or Incremental Loans). The Borrowers and each Incremental Lender shall execute and deliver to the Administrative Agent an Incremental Term Loan Assumption Agreement and/or Incremental Revolving Loan Assumption Agreement, as applicable, and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Loan Commitment of each Incremental Lender. The terms and provisions of the Incremental Revolving Loans shall be identical to those of the Revolving Loans. All Incremental Revolving Loan Commitments shall be documented solely as an increase to the Revolving Credit Commitments and all Incremental Facilities previously incurred pursuant Revolving Loans shall be identical to this Section 2.20 all Revolving Loans, other than in respect of any arrangement, commitment or upfront fees payable to any Incremental Revolving Lenders or any arranger appointed in connection therewith. Notwithstanding the foregoing, (i) any Incremental Term Loans (x) shall be secured on a pari passu basis with the Revolving Loans, (y) shall not be guaranteed by any person that is not a Guarantor and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does (z) shall not exceed $250,000,000be secured by any assets which do not constitute Collateral, (ii) the final stated maturity date of such tranche of any Incremental Facilities Term Loans shall not be no earlier than the Revolving Maturity date, (iii) such Incremental Term Loans do not mature or have scheduled amortization or payments of principal (other than, in any case, amortization at a rate of no more than 1% per annum) prior to the date that is the Latest Maturity Date in effect at the time such Incremental Facilities Term Loans are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loansincurred, (iv) no Incremental Term Loans shall have the benefit of any financial maintenance covenant more restrictive than the covenant set forth in Section 6.10 hereof unless the Revolving Loans have the benefit of such Incremental Facilities shall not befinancial maintenance covenant on the same terms, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and definitive documentation governing for such Incremental Facilities (including, without limitation, all representations, Term Loans shall not include other covenants, defaults(excluding interest rate, guaranties original issue discounts, fees and remediesprepayment premiums) taken as a whole, but excluding economic terms)that are materially more onerous to the Borrowers and the Guarantors than the covenants for the Revolving Loans provided for in this Agreement, taken as a whole, shall be substantially unless the Revolving Loans have the benefit of such covenants on the same as, or less favorable to terms and (vi) the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those other terms and conditions applicable to the Lenders such Incremental Term Loans (other than provisions related to maturity, amortization, interest margins, fees or prepayments) may not differ from those with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement andLoans, as appropriateapplicable, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender unless such terms and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance conditions are reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent shall promptly notify each Lender as to enter into such the effectiveness of each Incremental AmendmentsTerm Loan Assumption Agreement or Incremental Revolving Loan Assumption Agreement, as applicable. The Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment Term Loan Assumption Agreement or Incremental Revolving Loan Assumption Agreement, as applicable, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Loan Commitment and the Incremental Loans evidenced thereby, and the Administrative Agent and the Borrowers may revise this Agreement to evidence such amendments. (c) Notwithstanding the foregoing, no Incremental Loan Commitment shall become effective under this Section 2.25 unless on the date of such effectiveness, (i) the Administrative Borrower is in Financial Covenant Compliance (after giving effect on a pro forma basis to the incurrence of any such Incremental Term Loans, and in each case assuming for the purpose of this calculation that the proceeds of such Incremental Term Loans are not treated as Unrestricted Cash for such purpose and assuming for such purpose that any such Incremental Revolving Loan Commitments are fully drawn in the form of Loans and that the proceeds thereof are not treated as Unrestricted Cash for such purpose), (ii) the conditions set forth in Sections 4.01(b) and 4.01(c) shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Administrative Borrower; provided that, if the proceeds of any Incremental Term Loan Commitments are being used to finance a Permitted Acquisition or Permitted Drop-Down Acquisition, (x) the reference in Section 4.01(b) to the accuracy of the representations and warranties shall refer to the accuracy of only the representations and warranties that would constitute Specified Representations and the representations and warranties in the relevant acquisition agreement the failure of which to be true shall permit the buyer not to consummate the Permitted Acquisition or Permitted Drop-Down Acquisition, (y) Section 4.01(c) shall be limited to there being no Default or Event of Default under paragraph (b), (c), (g) or (h) of Article VII having occurred and continuing after giving effect to such Incremental Loan Commitments and (z) the date of determination for purposes of testing Financial Covenant Compliance under clause (i) above shall be deemed to be the date on which the definitive agreements for such Permitted Acquisition or Permitted Drop-Down Acquisition are entered into, (iii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement and/or Incremental Revolving Loan Assumption Agreement, the Administrative Agent shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Administrative Agent and consistent with those delivered on the Original Closing Date under Section 4.02, (iv) the Administrative Agent and each applicable Lender (other than any Defaulting Lender) shall have received all fees and expenses owed under this Agreement (including in respect of such Incremental Loan Commitments); and (v) the Borrowers shall have satisfied all Mortgage Modification Requirements. (d) Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Revolving Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans, on a pro rata basis. This may be accomplished by requiring each outstanding Eurodollar Borrowing to be converted into an ABR Borrowing on the date of each Incremental Revolving Loan, or by allocating a portion of each Incremental Revolving Loan to each outstanding Eurodollar Borrowing on a pro rata basis. Any conversion of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.16. If any Incremental Revolving Loan is to be allocated to an existing Interest Period for a Eurodollar Borrowing, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Revolving Loan Assumption Agreement. (e) On any Increased Amount Date on which Incremental Revolving Loan Commitments are effected, subject to the satisfaction of the conditions as foregoing terms and conditions, (i) each of the parties thereto existing Revolving Credit Lenders shall agree andassign to each of the Incremental Revolving Lenders, and each of the Incremental Revolving Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof, such interests in the case outstanding Revolving Loans and participations in Letters of an Incremental Amendment Credit and Swing Line Loans outstanding on such Increased Amount Date that will result in, after giving effect to which an Eligible Assignee is party as an Additional Lenderall such assignments and purchases, the consent (not to be unreasonably withheld or delayed) such Revolving Loans and participations in Letters of the Administrative Agent, and, solely in the case of Credit and Swing Line Loans being held by existing Revolving Credit Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Loan Commitments to the Revolving Credit Commitments, the Swingline Lender (ii) each Incremental Revolving Loan Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Issuing Bank. Nothing contained in this Section 2.20 Loan made thereunder shall constitutebe deemed, or otherwise be deemed to befor all purposes, a commitment on Revolving Loan and have the part of same terms as any existing Revolving Loan and (iii) each Incremental Revolving Lender shall become a Lender with respect to provide Incremental Facilities, at any timethe Revolving Credit Commitments and all matters relating thereto. (cf) The entry into proceeds of any Incremental Facilities hereunder shall require and Loans shall be deemed used for the purposes specified in the introductory statement to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such dateAgreement.

Incremental Facilities. (a) The Lead Prior to the third anniversary of the Closing Date, Borrower may, from time to time after the Fourth Restatement Effective Datetime, request a commitment for an additional term loan to be made under this Agreement (each, an “Incremental Term Loan Commitment”), by providing a written notice to Agent describing the Administrative Agent (whereupon proposed terms of the Administrative Incremental Term Loan Commitment. Agent shall promptly deliver a copy of such notice to each of the Lenders), request one . The Borrower shall make no such offer to any Person that is not an existing Lender that has not been approved by Agent in accordance with Section 9.9(b) or more tranches that is not mutually agreeable to Agent and Borrower. (b) The proceeds of term loans hereunder (collectively, the “each Incremental Term Loans”Loan shall be used solely to finance capital expenditures or Permitted Acquisitions, and in each case costs and expenses relating thereto. (c) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Each Incremental Term Loans, Loan Commitment shall be subject to the “Incremental Facilities”); provided that following conditions: (i) both at the aggregate amount time of such any request referred to in Section 1.12(a) and immediately after giving effect to the effectiveness of any Incremental FacilitiesAmendment referred to below, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 no Default or Event of Default shall have occurred and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000be continuing, (ii) no Commitment of any Lender shall be increased without the final stated maturity date consent of such tranche of Lender and no Lender shall be required to provide any Incremental Facilities shall not be earlier than the Maturity Date Term Loan Commitment and may decline to do so in effect at the time such Incremental Facilities are entered intoits sole discretion, (iii) as of the date of incurrence of an Incremental Term Loan and for the most recent period of four Fiscal Quarters for which financial statements are available pursuant to Section 4.1 (after giving effect to such tranche Incremental Term Loan Facility, taking into account any Permitted Acquisition consummated simultaneously or substantially simultaneously therewith, the average daily outstanding principal balance of the Revolving Credit Facility for the immediately preceding 30 consecutive days other acquisitions, dispositions or prepayment of Indebtedness and other appropriate pro forma adjustments reasonably acceptable to Agent), the Credit Parties shall be in pro forma compliance with the financial covenants contained in Article VI hereof as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, and in addition, the Effective Leverage Ratio shall be at or below the lesser of (x) 4.80:1.00 and (y) 0.25:1.00 less than the maximum Effective Leverage Ratio permitted hereunder as of the last day of such most recent period of four Fiscal Quarters for which financial statements have been delivered pursuant to Section 4.1, (iv) the maturity date of the applicable Incremental Facilities Term Loan shall be no earlier than the maturity date of the Term Loan, (v) the weighted average life to maturity of such Incremental Term Loan shall be no shorter than the remaining weighted average life to maturity of the Term Loan, (vi) all fees and expenses owing in respect of such increase to Agent and the Lenders shall have been paid to the extent invoiced at least one Business Day prior to the date such Incremental Term Loan Commitment is made, (vii) if the initial “yield” on such Incremental Term Loan shall exceed by more than 0.25% per annum the initial “yield” on the Term Loan (as any such “yield” may have been previously increased pursuant to this clause (c)) (with the initial “yield” being reasonably determined by Agent in consultation with Borrower, taking into account the Applicable Margin, any LIBOR or Base Rate floors and any discount, upfront or similar fee in connection therewith (excluding customary arrangement, commitment, structuring and underwriting fees paid or payable to a lead arranger or Agent (or its Affiliates) in its capacity as such in connection with the Term Loan (or any prior Incremental Term Loan) or to one or more arrangers (or their Affiliates) in their capacities as such of such Incremental Term Loan Commitment (the amount of any such discount or fee, expressed as a percentage of the Incremental Term Loan being referred to as “OID”) and provided that the amount of any OID shall be divided by the lesser of (1) the average life to maturity of such Incremental Term Loan and (2) four) (any such excess, the “Yield Differential”) then, the Applicable Margin then in effect for the Term Loan (and on any prior Incremental Term Loan) shall automatically be increased by the Yield Differential (and, if the yield on the Incremental Term Loans are subject to a pricing grid, appropriate increases to the applicable margin on the Term Loan consistent with the foregoing shall be made), effective upon the making of the Incremental Term Loan pursuant to such Incremental Term Loan Commitment, (viii) the Incremental Term Loans shall rank no higher than pari passu in right of payment and security with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor other Loans under this Agreement and (vix) the terms, conditions other terms and documentation governing such Incremental Facilities (includingin respect thereof, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those extent not consistent with terms and conditions hereof applicable to the Lenders with respect Term Loan, shall otherwise be reasonably satisfactory to the Revolving Loans Agent. (except d) (i) for covenants or other provisions applicable only to periods after the latest Maturity Date Each tranche of the Revolving Incremental Term Loans or shall be in an aggregate principal amount that is not less than $6,000,000, and (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent aggregate amount of the Administrative Agent and Incremental Term Loans shall not exceed $20,000,000 (the Lead Borrower and without the consent of any Lenders“Incremental Availability”)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (be) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, Commitments in reasonable detail, the proposed terms respect of the relevant Incremental Facilities. Term Loans shall become Commitments under this Agreement and Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities Term Loans shall be established become Term Loans under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Lender agreeing to provide such Commitment, if any, and Agent. The Incremental Lender and the Administrative AgentAmendment may, in each case subject to subsection (c) of this Section 1.12, without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Credit Documents as may be necessary or appropriatenecessary, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental AmendmentsSection. The effectiveness of any Incremental Amendment shall be subject to (i) the satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of the conditions set forth in Section 2.2 (it being understood that all references to “the date of such Credit Event” or similar language in such Section 2.2 shall be deemed to refer to the effective date of such Incremental Amendment) (ii) the payment of fees and expenses owing in respect of the Incremental Term Loan Loans to Agent and the Lenders (iii) and such other conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any timeagree. (cf) The entry into This Section 1.12 shall supersede any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and provisions in Section 4.2 9.1 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, At any time and from time to time after the Fourth Restatement Effective Date, subject to the terms and conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy make available to each of the Lenders), request to effect one or more tranches of term loans hereunder increases in the Revolving Credit Commitments (collectivelyor, solely to the extent set forth in Section 2.14(d) below, provide commitments under a new facility constituting a Last Out Tranche) (an “Incremental Term LoansCommitment”) or from one or more additional tranches Incremental Lenders; provided that (A) at the time of revolving commitments hereunder each such request and upon the effectiveness of each Incremental Facility Amendment, no Event of Default shall have occurred and be continuing (collectivelyexcept in connection with a Permitted Acquisition or any other Investment not prohibited by the terms of this Agreement, which shall be subject to no continuing Event of Default under Section 11.1 or 11.5) or shall result therefrom, (B) the arrangement, upfront or similar fees in respect of such Incremental Commitment and the extensions of credit thereunder shall be determined by the Borrower and the applicable Incremental Lenders; provided that, except with respect to any Last Out Tranche under Section 2.14(d) below, the “Applicable Margins and Commitment Fees hereunder shall be increased if necessary to be consistent with that for such Incremental Revolving Commitments” andCommitment, together and (C) except as set forth in clause (B) above or, with respect to any Last Out Tranche under Section 2.14(d) below, any Incremental Term LoansCommitment shall be on the same terms and pursuant to the same documentation applicable to the existing Revolving Credit Commitments hereunder. Notwithstanding anything to the contrary herein, the “aggregate principal amount of all Incremental Facilities”Commitments plus the Total Revolving Credit Commitment shall not exceed $900,000,000. Each Incremental Commitment shall be in a minimum principal amount of $10,000,000 and integral multiples of $5,000,000 in excess thereof (unless the Borrower and the Administrative Agent otherwise agree); provided that (i) such amount may be less than $10,000,000 if such amount represents all the remaining availability under the aggregate principal amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative CurrenciesCommitments set forth above. (bi) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Commitments. (ii) Any Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities Commitments shall be established become Commitments under this Agreement pursuant to an amendment, restatement or amendment and restatement (an “Incremental Facility Amendment”) of to this Agreement and, as appropriate, the other Loan Documents, Credit Documents executed by the Lead Borrower, each such applicable Incremental Lender Lenders and the Administrative Agent. Incremental Commitments shall be provided by Incremental Lenders (including any existing Lender (it being understood that no existing Lender shall have any right to participate in any Incremental Commitments or, unless it agrees, be obligated to provide any Incremental Commitments)); provided that each Incremental Lender (except in respect of a Last Out Tranche) (other than any Person that is a Lender or an Affiliate of a Lender) shall be subject to the written consent of the Administrative Agent, each Letter of Credit Issuer, the Swingline Lender and the Borrower (such approval in each case not to be unreasonably withheld or delayed). An Incremental Facility Amendment may, without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan any Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerAgent, to (x) effect the provisions of this Section 2.20. Without limiting the foregoingand/or (y) so long as such amendments are not, upon in the reasonable request opinion of the Administrative Agent prior Agent, materially adverse to the Collateral Lenders, maintain the “fungibility” of any such Incremental Commitments with any tranche of then outstanding Loans and Guarantee Release Dateor Commitments hereunder. (c) Any Revolving Loan made pursuant to an Incremental Commitment shall be a “Revolving Loan” for all purposes of this Agreement and the other Credit Documents (d) Any Incremental Commitment may be in the form of a separate “last-out” tranche (the “Last Out Tranche”) with interest rate margins, rate floors, upfront fees, funding discounts and original issue discounts and advance rates, in each case to be agreed upon (which, for the avoidance of doubt, shall not require any adjustment to the Applicable Margin or other Loans) among the Borrower and the Incremental Lenders providing the Last Out Tranche so long as (1) any loans and related obligations in respect of the Last Out Tranche are not be guaranteed by any Person other than the Guarantors and are not secured by any assets other than Collateral; (2) as between (x) the Revolving Loans (other than the Last Out Tranche), LC Obligations, the Lead Borrower Noticed Cash Management Obligations and the Noticed ▇▇▇▇▇▇ and (y) the Last Out Tranche, all proceeds from the liquidation or other realization of the Collateral (including ABL Priority Collateral) or application of funds under Section 11.13 shall cause be applied, first to be delivered mortgage modifications and title endorsements obligations owing under, or with respect to, the Revolving Loans (other than the Last Out Tranche), the LC Obligations, the Noticed Cash Management Obligations and the Noticed ▇▇▇▇▇▇, and second to each Mortgaged Property, each the Last Out Tranche; (3) the Borrower may not prepay Revolving Loans under the Last Out Tranche or terminate or reduce the commitments in form and substance respect thereof at any time that other Revolving Loans (including Swingline Loans) and/or amounts owed in respect of Letters of Credit (unless cash collateralized or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize ) are outstanding; (4) the Administrative Agent to enter into such Incremental Amendments. The effectiveness Required Lenders(not including holders of any Incremental Amendment shall be the Last Out Tranche until all Revolving Loans, LC obligations, Noticed Cash Management Obligations and Noticed ▇▇▇▇▇▇ are paid in full) shall, subject to the satisfaction terms of the conditions as ABL Intercreditor Agreement, exercise control of remedies in respect of the parties thereto shall agree and, in Collateral; (5) no changes affecting the case priority status of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lenderthe Revolving Loans (other than the Last Out Tranche), the LC Obligations, the Noticed Cash Management Obligations and the Noticed ▇▇▇▇▇▇ vis-à-vis the Last Out Tranche may be made without the consent (not to be unreasonably withheld or delayed) of each of the Administrative AgentRevolving Credit Lenders (other than the Revolving Credit Lenders under Last Out Tranche), and(6) the final maturity of any Last Out Tranche shall not occur, solely in the case of Incremental Revolving Commitmentsand no Last Out Tranche shall require mandatory commitment reductions prior to, the Swingline Lender Latest Maturity Date at such time and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or (7) except as otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and 2.14(d), the terms of any Last Out Tranche are not materially less favorable to the Borrower than those hereunder (including, without limitation, the inclusion of any additional financial or other material covenant without the consent of the Administrative Agent). (e) Notwithstanding anything to the contrary, this Section 2.14 shall supersede any provisions in Section 4.2 13.1 or Section 13.20 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, and any one or more Lenders (including New Lenders) may from time to time agree that such Lenders shall make, obtain or increase the amount of their Incremental Term Loans (which may be effected by increasing the amount of any then existing Facility) by executing and delivering to the Administrative Agent an Incremental Term Loan Activation Notice specifying (v) the amount of such Incremental Term Loans, (w) the applicable Incremental Term Loan Closing Date (which shall be a date not less than 10 Business Days after the Fourth Restatement Effective Date, by date on which such notice is delivered to the Administrative Agent (whereupon or such earlier date as shall be agreed by the Administrative Agent shall promptly deliver a copy to each of the LendersAgent)), request one or more tranches of term loans hereunder (collectivelyx) the applicable Incremental Term Loan Maturity Date, (y) the “amortization schedule for such Incremental Term Loans and (z) the Applicable Margin for such Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively; provided, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that that (i) subject to Section 1.3, the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 Term Loans and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does Incremental Equivalent Indebtedness established on any date shall not exceed $250,000,000the Incremental Cap, (ii) except to the final stated maturity date extent provided in Section 1.3 if the proceeds of such tranche any Incremental Term Facility are being used to finance a Limited Condition Acquisition, each Incremental Term Facility shall be in a minimum aggregate principal amount of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into$25,000,000, (iii) such tranche the Incremental Term Loans in respect of any Incremental Facilities Term Facility and all obligations in respect thereof shall rank be Obligations under this Agreement and the other Loan Documents that are (A) guaranteed on a pari passu basis with all of the other Obligations under this Agreement and the other Loan Documents and (B) secured by the Collateral (and no other property) and the Liens on the Collateral securing such Incremental Term Loans and all other obligations in right of payment respect thereof shall be pari passu with the Revolving LoansLiens on the Collateral securing all of the other Obligations under this Agreement and the other Loan Documents, (iv) such the Incremental Facilities shall not beTerm Loans in respect of any Incremental Term Facility will be entitled to prepayments on the same basis as the Term B Loans unless the applicable Incremental Term Loan Activation Notice specifies a lesser treatment, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities Term Loans shall have a final maturity no earlier than the Latest Maturity Date (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic termsdetermined immediately prior to incurrence of such Incremental Term Loans), taken as a whole, (vi) the weighted average life to maturity of such Incremental Term Facility shall be substantially no shorter than that of any existing Term Loans (except if required in order to make such Incremental Term Loans fungible with any outstanding Term Loans), (vii) the same asall-in-yield (whether in the form of interest rate margins, original issue discount, upfront fees or less favorable interest rate floors) and (subject to clauses (v) and (vi) above) amortization schedule applicable to such Incremental Term Facility shall be determined by the Borrower and the Lenders or Additional Lenders (as defined below) providing such Incremental FacilitiesTerm Facility, than those terms and conditions applicable provided that, in the event that the all-in-yield for any Incremental Term Facility incurred on or prior to the Lenders six month anniversary of the Closing Date shall be more than 50 basis points higher than the corresponding all-in-yield for any then existing Term B Loans as determined by the Administrative Agent in accordance with standard market practices (after giving effect to interest rate margins, original issue discount, upfront fees or interest rate floors), then the all-in-yield with respect to the Revolving outstanding Term B Loans shall be increased to the amount necessary so that the difference between the all-in-yield with respect to the Incremental Term Facility and the all-in-yield on the outstanding Term B Loans is equal to 50 basis points and (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (iiviii) to the extent such more favorable that (subject to clauses (iv) through (vii) above) the terms of any Incremental Term Facility are incorporated into not consistent with the Loan Documents for terms of the benefit of all existing Lenders Term B Facility, they shall be reasonably satisfactory to the Administrative Agent. No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. (which may be accomplished b) Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (which consent shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.24(a) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit I-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the Lead Borrower same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement. (c) [Reserved]. (d) Each Incremental Term Loan Activation Notice may, without the consent of any Lender (other than the applicable Incremental Term Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerAgent, to give effect to the provisions of this Section 2.202.24. Without limiting the foregoing, upon the reasonable request This Section shall supersede any provision of the Administrative Agent prior Section 10.1 to the Collateral and Guarantee Release Date, the Lead Borrower contrary. (e) It shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory a condition precedent to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness availability of any Incremental Amendment shall be subject to the satisfaction Term Loans that (i) no Default or Event of the conditions as the parties thereto shall agree andDefault (or, in the case of an any Incremental Amendment to which an Eligible Assignee is party as an Additional LenderAcquisition Term Facility, the consent no Event of Default under clauses (not to be unreasonably withheld a) or delayed(f) of Section 8) shall have occurred and be continuing immediately prior to and immediately after giving effect to the Administrative Agentmaking of such Incremental Term Loans, and(ii) the representations and warranties set forth in each Loan Document (or, solely in the case of any Incremental Revolving CommitmentsAcquisition Term Facility, the Swingline Lender Specified Representations and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (cSpecified Acquisition Agreement Representations) The entry into any Incremental Facilities hereunder shall require and shall be deemed true and correct in all material respects (or, if qualified by materiality, in all respects) on and as of the Incremental Term Loan Closing Date immediately prior to be a representation and warranty by each Borrower on immediately after giving effect to the date on which making of such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 Term Loans, except to the establishment extent expressly made as of Incremental Facilities have been satisfied an earlier date, in which case they shall be so true and correct as of such dateearlier date and (iii) the Borrower shall have delivered such legal opinions, board resolutions, secretary’s certificate, officer’s certificate and other documents as shall be reasonably requested by the Administrative Agent in connection with any Incremental Term Facility.

Incremental Facilities. (a) The Lead Borrower may, from time to time after (i) After the Fourth Restatement Effective DateDate and before the Term Loan Maturity Date (with respect to Term Loans) and the Revolving Termination Date (with respect to Revolving Loans), as applicable, the Borrower, by written notice to the Administrative Agent Agent, may request (whereupon x) the Administrative Agent shall promptly deliver a copy to each establishment of the Lenders), request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”x) or one or more additional tranches of revolving term loans (the commitments hereunder thereto, the “Incremental Term Loan Commitments”) and/or (collectively, y) one or more increases in the Revolving Commitments (the “Incremental Revolving Commitments” and, ,; together with any the Incremental Term LoansLoan Commitments, the “Incremental FacilitiesLoan Commitments”); provided that (ix) each such request shall be for not less than $25,000,000 (or such lesser amount up to the Maximum Incremental Facilities Amount) and (y) after giving effect to each such request, the aggregate principal amount of such Incremental Facilities, taken together with all (the “Maximum Incremental Facilities previously incurred pursuant to this Section 2.20 and Amount”) of the aggregate amount of Commitment Increases made pursuant to Section 2.19, does Incremental Loan Commitments shall not exceed $250,000,000400,000,000785,000,000 plus the amount of the Term Loans repaid with the proceeds of (1) Senior Unsecured 2019 Notes or (2) any Incremental Term Loans; provided further, that the Maximum Incremental Facilities Amount shall be increased by an additional $200,000,000 upon consummation of the DTA Acquisition Step 1 in accordance with the terms and conditions set forth herein, and (ii) after the final stated maturity date Restatement Effective Date and before the Term Loan Maturity Date, the Borrower, by written notice to Administrative Agent, may also request the establishment of a synthetic letter of credit facility (the “Incremental Synthetic L/C Facility”; the commitments thereto, the “Incremental Synthetic L/C Commitments”; and, together with the Incremental Loan Commitments, the “Incremental Commitments”); provided that (x) each such tranche request shall be for not less than $25,000,000 (or such lesser amount up to the Maximum Incremental Synthetic Facility Amount) and (y) after giving effect to each such request, the aggregate principal amount (the “Maximum Incremental Synthetic Facility Amount”) of the Incremental Facilities Synthetic L/C Commitments shall not exceed $200,000,000. Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that the Incremental Commitments shall be earlier effective, which shall be a date not less than 10 Business Days after the Maturity Date in effect at date on which such notice is delivered to the time Administrative Agent. The Borrower may approach any Lender or any Person to provide or arrange all or a portion of the Incremental Commitments; provided that (i) no Lender will be required to provide such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement Commitment and (vii) any entity providing all or a portion of the termsIncremental Commitments other than a Lender, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as an affiliate of a wholeLender or an Approved Fund, shall be substantially the same as, or less favorable reasonably acceptable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined (with such acceptance by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, Administrative Agent to not be available in dollars unreasonably withheld or in one or more Alternative Currenciesdelayed). (b) Each notice from In each case, such Incremental Commitments shall become effective as of the Lead applicable Increased Amount Date, provided that (i) except for any Incremental Loan Commitment in connection with the DTA Acquisition, no Default or Event of Default shall have occurred and be continuing on such Increased Amount Date before or after giving effect to such Incremental Commitments, (ii) except for any Incremental Loan Commitment in connection with the DTA Acquisition or the Avis Europe Acquisition, the Borrower shall be in compliance with Section 7.1 as of the most recently ended fiscal quarter after giving effect to such Incremental Commitments (provided, in the case of the Incremental Synthetic Facility, not giving effect to any deemed usage thereof), (iii) the weighted average life to maturity of any Incremental Term Loan (other than any Incremental Tranche A Term Loan) shall be greater than or equal to the then-remaining weighted average life to maturity of the Term Loans, (iv) the maturity date of the Incremental Synthetic L/C Facility shall be no earlier than the Final Term Loan Maturity Date, (v) the interest rate margin in respect of any Incremental Revolving Loans that is in effect on the Increased Amount Date (after giving effect to original issue discount (“OID”) or upfront fees, (which shall be deemed to constitute like amounts of OID, with OID being equated to interest rates in a manner determined by the Administrative Agent based on a four-year life to maturity) paid to all of the Incremental Revolving Lenders in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith) shall not exceed the sum of (x) the Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid to all of the Lenders in respect of theirsuch Revolving Commitments, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed the sum of such Applicable Margin and such fees, such Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments, shall be increased so that the interest rate margin in respect of such Incremental Revolving Loans that is in effect on the Increased Amount Date (giving effect to any OID issued or such upfront fees paid to all of the Incremental Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Revolving Loans made pursuant to the Revolving Commitments that is in effect on the Increased Amount Date, and (y) the OID or the upfront fees paid to all of the Lenders in respect of theirsuch Revolving Commitments, (vi) except for any Incremental Tranche A Term Loans, if the final maturity date of suchany Incremental Term Loans is not at least one year later than the Final Term Loan Maturity Date, the interest rate margin in respect of such Incremental Term Loans (after giving effect to OID or upfront fees paid to all of the Incremental Term Loan Lenders in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith) (with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum of (x) the Applicable Margin for the Term Loans (other than the Incremental Tranche A Term Loans) that is in effect on the Increased Amount Date, and (y) the upfront fees paid to all of the Lenders in respect of their Term Loans (other than the Incremental Tranche A Term Loans), which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, such Applicable Margin for the Term Loans shall be increased so that the interest rate margin in respect of such Incremental Term Loan (giving effect to any OID issued or such upfront fees paid to all of the Incremental Term Loan Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Term Loans, (y) the (other than the Incremental Tranche A Term Loans) that is in effect on the Increased Amount Date, (y) the OID or upfront fees paid to all of the Lenders in respect of their Term Loans (other than the Incremental Tranche A Term Loans) and (z) ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, (▇▇▇) if the final maturity date of suchany Incremental Synthetic L/C Facility is not at least one year later than the Final Term Loan Maturity Date, the interest rate margin in respect of such Incremental Synthetic L/C Facility (after giving effect to OID or upfront fees paid to all of the Lenders participating in such Incremental Synthetic L/C Facility in connection therewith but excluding any customary arrangement, commitment or other similar fees payable to one or more arrangers (or their affiliates) in connection therewith)(with fees and OID being equated to interest rate in the manner set forth above)) shall not exceed by more than 50 basis points the sum of (x) the Applicable Margin for the Term Loans, and (y) the upfront fees paid to all of the Lenders in respect of their Term Loans, which shall be equated to interest rate based on a four-year life to maturity, or if it does so exceed by more than 50 basis points the sum of such Applicable Margin and such fees, such Applicable Margin for the Term Loans shall be increased so that the interest rate margin in respect of such Incremental Synthetic L/C Facility (giving effect to any OID issued or such upfront fees paid to all of the Incremental Synthetic L/C Lenders in connection therewith as set forth above) is no greater than the sum of (x) the Applicable Margin for the Term Loans that is in effect on the Increased Amount Date, (y) the upfront fees paid to all of the Lenders in respect of their Term Loans and (z) 50 basis points; provided, further, that the interest margin in respect of such Incremental Synthetic L/C Facility may be increased by an additional 200 basis points in the form of an additional OID or upfront fees if reasonably necessary after increasing the Applicable Margin for the Term Loans as set forth in this clause (avii), and (viii) the Increment Revolving Commitments, the Incremental Term Loan Commitments or the Incremental Synthetic L/C Commitments shall be effected, in each case, pursuant to one or more incremental commitment agreements in a form reasonably acceptable to the Administrative Agent (each, a “Incremental Commitment Agreement”) executed and delivered by the Borrower, the applicable Incremental Revolving Lender, the Incremental Term Loan Lender or the Incremental Synthetic L/C Lender and the Administrative Agent pursuant to which the applicable Incremental Revolving Lender, Incremental Term Loan Lender or Incremental Synthetic L/C Lender agrees to be bound to the terms of this Section 2.20 Agreement as a Lender. Any Incremental Term Loans made on an Increased Amount Date shall set forth be designated a separate tranche of Incremental Term Loans for all purposes of this Agreement, and the requested provisions of clauses (vi) and (vii) above shall be determined separately for each tranche of Term Loans. (c) On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (ax) each of the Lenders with Revolving Commitments being increased shall assign to each Person with an Incremental Revolving Commitment (each, an “Incremental Revolving Lender”) and each of the Incremental Revolving Lenders shall purchase from each of the Lenders with Revolving Commitments, at the principal amount andthereof, such interests in reasonable detailthe Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the proposed Revolving Loans will be held by existing Revolving Lenders and Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (by) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (cz) each Incremental Revolving Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. The terms and provisions of the relevant Incremental Facilities. Revolving Loans and Incremental Facilities may Revolving Commitments shall be made by substantially identical to the Revolving Loans and the Revolving Commitments of the Revolving Facility. (d) On any existing Lender or by Increased Amount Date on which any Eligible Assignee Incremental Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (any such Eligible Assignee providing such i) each Person with an Incremental Facilities at such time being called Term Loan Commitment (each, an “Additional Incremental Term Loan Lender” and”) shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment, and (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment and the Incremental Term Loans made pursuant thereto. (e) On any Increased Amount Date on which any Incremental Synthetic L/C Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each Person with an Incremental Synthetic L/C Commitment (each, an “Incremental Synthetic L/C Lender”; together with the existing Incremental Revolving Lenders providing such and Incremental Facilities at such timeTerm Loan Lenders, the “Incremental Lenders”). ) shall make a deposit in a credit linked deposit account in respect of such Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement Synthetic L/C Facility (an “Incremental AmendmentSynthetic Deposit”) of this Agreement andin an amount equal to its Incremental Synthetic L/C Commitment, as appropriate, the other Loan Documents, executed by the Lead Borrower, and (ii) each Incremental Synthetic L/C Lender shall become a Lender hereunder with respect to the Incremental Synthetic L/C Commitment and the Administrative AgentIncremental Synthetic Deposits made pursuant thereto. (f) Each Incremental Commitment Agreement may, in each case without the consent of any other Person. The Incremental Amendment may Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead BorrowerAgent, to effect the provisions of this Section 2.202.23. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior Notwithstanding anything in this Agreement to the Collateral and Guarantee Release Datecontrary, (i) the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory references to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained Term Loans in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and 2.23 shall be deemed to be a representation include the Replacement Term Loans and warranty by each Borrower on (ii) the date on which such Incremental Facilities are entered into that references to the conditions set forth Revolving Commitments or the Revolving Loans in this Section 2.20 and in Section 4.2 2.23 shall be deemed to include the establishment of Incremental Facilities have been satisfied Extended Revolving Commitments or the Extended Revolving Loans, as of such dateapplicable.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by Upon notice to the Administrative Agent (whereupon the Administrative Agent which shall promptly deliver a copy to each of notify the Lenders), request the Borrower may from time to time add one or more new tranches of term loans hereunder loan facilities (collectively, the each an “Incremental Term LoansLoan”) or one request an increase in the Aggregate Commitments (which increase may take the form of an increase to the Revolving Credit Facility or more additional tranches of revolving commitments hereunder to the Term Facility) (collectively, the each an “Incremental Revolving Commitments” and, Increase”; together with any the Incremental Term Loans, the and each, an “Incremental FacilitiesFacility”) by an amount not exceeding the sum of (A) the greater of (i) $250,000,000 and (ii) an amount equal to the Consolidated EBITDA of the Borrower and its consolidated Subsidiaries calculated on a Pro Forma Basis for the applicable Reference Period, plus (B) an unlimited amount so long as, in the case of this clause (B), (x) in the case of Indebtedness secured on a pari passu basis with the Term Loans, the Consolidated Senior Secured Net Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis, does not exceed the Consolidated Senior Secured Net Leverage Incurrence Ratio, and (y) in the case of Indebtedness secured on a junior lien or unsecured basis, the Consolidated Total Leverage Ratio of the Borrower and its Subsidiaries as of the last day of the applicable Reference Period, on a pro forma basis does not exceed the Consolidated Total Leverage Incurrence Ratio; provided, that Incremental Facilities may be incurred under both clauses (A) and (B) in a single transaction by first calculating the portion of the Indebtedness being incurred under clause (B) (without giving effect to the Indebtedness being incurred under clause (A)) and second calculating the portion of the Indebtedness being incurred under clause (A); provided provided, further, that (i) the aggregate any such request for an Incremental Facility shall be in a minimum amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,00025,000,000, (ii) the final stated maturity date Borrower may make a maximum of five such tranche of requests, (iii) no Incremental Facilities Term Loan shall not be mature earlier than the Maturity Date in effect at or have a shorter weighted average life to maturity than the time such Incremental Facilities are entered intoremaining weighted average life to maturity of the Term Facility, (iiiiv) such tranche of each Incremental Facilities Term Loan shall rank pari passu or junior in right of payment payment, prepayment and/or voting with the Revolving Term Loans, including sharing in mandatory prepayments under Section 2.05(b) pro rata with the Term Loans (iv) unless agreed to be paid after the Term Loans by the Lenders providing such Incremental Facilities shall not beTerm Loans), and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) any Incremental Term Loan secured on a junior lien basis to the termsTerm Facility shall be subject to customary second lien, conditions prepayment, standstill and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties other provisions reasonably acceptable to the Administrative Agent and remedies, but excluding economic termsthe Borrower), (vi) other than as expressly provided in this Section 2.16, any Incremental Term Loan shall be on terms and conditions substantially identical to, or (taken as a whole, shall be substantially ) not materially more favorable (as reasonably determined by the same as, or less favorable Borrower) to the Lenders or Additional Lenders (as defined below) lenders providing such Incremental Facilities, Term Loan than those terms and conditions applicable to the Lenders with respect to the Revolving Loans Term Facility (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date Date, closing date conditions, fees, interest rate and other economic terms) and (vii) any Incremental Increase of the Revolving Loans Credit Facility or (ii) the Term Facility shall be on terms identical to and pursuant to the extent documentation applicable to the Revolving Credit Facility or the Term Facility, as applicable (other than with respect to closing date conditions, fees for such more favorable Incremental Increase and other terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lendersmeant to implement such Incremental Increase)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made (but shall not be required to be) provided by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with in each case on terms permitted in this Section 2.16 and otherwise on terms reasonably acceptable to the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender Borrower and the Administrative Agent, in each case without ; provided that the consent Borrower shall not be required to offer or accept commitments from existing Lenders for any Incremental Facility. At the time of any other Person. The Incremental Amendment may effect such amendments sending the notice referred to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Dateforegoing sentence, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements (in consultation with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize ) shall specify the Administrative Agent time period within which any Appropriate Lender is requested to enter into respond (which shall in no event be less than ten Business Days from the date of delivery of such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject notice to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.Appropriate Lenders),

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Date, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments in an amount such that, after giving effect thereto, the Aggregate Incremental Amount does not exceed the Incremental Cap. Such notice shall set forth (whereupon i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than ten (10) Business Days nor more than sixty (60) days after the date of such notice (or such longer or shorter periods as the Administrative Agent shall promptly deliver agree)) and (iii) whether such Incremental Term Loan Commitments are commitments to make Term Loans of the same Class as the Term Loans or commitments to make Term Loans of a copy to different Class than the Term Loans. The Borrower may seek Incremental Term Loan Commitments from existing Lenders (each of the Lenders), request one which shall be entitled to agree or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”decline to participate in its sole discretion) or one or more additional tranches any Additional Lender. (b) It shall be a condition precedent to the effectiveness of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term LoansLoan Commitment and the incurrence of the Incremental Term Loans that (i) no Default or Event of Default shall have occurred and be continuing immediately prior to or immediately after giving effect to such Incremental Term Loan Commitment or the incurrence of such Incremental Term Loan, as applicable, (ii) the “Borrower would be in compliance with the Financial Covenants and the Net First Lien Leverage Ratio shall not exceed 3.25:1.00, in each case determined on an Incremental Facilities”Pro Forma Basis as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), (iii) the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material respects on and as of the date such Incremental Term Loan Commitments become effective and the Incremental Term Loans are incurred and (iv) the terms of such Incremental Term Loan Commitments and the Incremental Loans thereunder shall comply with Section 2.22(c). (c) The terms of the Incremental Term Loans shall be determined by the Borrower and the Incremental Term Lenders and set forth in an Additional Credit Extension Amendment; provided that (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, (ii) the final stated maturity date of such tranche of any Incremental Facilities Term Loans shall not be no earlier than the Latest Maturity Date in effect at the time such time, (ii) the average life to maturity of the Incremental Facilities are entered intoTerm Loans shall be no shorter than the remaining average life to maturity of the Term Loans, (iii) such tranche of the Incremental Facilities shall Term Loans will rank pari passu in right of payment and with respect to security with the Revolving Term Loans and the borrower and guarantors of the Incremental Term Loans shall be the same as the Borrower and Guarantors with respect to the Term Loans, (iv) if the All-in Yield on such Incremental Facilities Term Loans exceeds the initial All-in Yield of the Term Loans by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Yield Differential”), then the Applicable Margin (at each level) for the Term Loans shall not beautomatically be increased by the Yield Differential, and shall not be permitted to be, guaranteed by any Subsidiary effective upon the making of Holdings that is not a Guarantor under this Agreement such Incremental Term Loans and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such extent the terms of the Incremental Facilities, than those Term Loans are inconsistent with the terms and conditions applicable to the Lenders with respect to the Revolving Loans set forth herein (except as set forth in clause (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or through (iiiv) above), such terms shall be reasonably satisfactory to the extent such more favorable terms are incorporated into Administrative Agent. (d) In connection with any Incremental Term Loan Commitments, the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of Borrower, the Administrative Agent and each applicable Incremental Term Loan Lender shall execute and deliver to the Lead Borrower Administrative Agent an Additional Credit Extension Amendment and without such other documentation as the consent Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Term Loan Lender. The Administrative Agent shall promptly notify each Lender and as to the Administrative Agenteffectiveness of each Additional Credit Extension Amendment. Any Additional Credit Extension Amendment may, in each case without the consent of any other Person. The Incremental Amendment may Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting 2.22, including any amendments necessary to establish the foregoing, upon Incremental Term Loans and/or Incremental Term Commitments as a new Class or tranche of Term Loans and such other technical amendments as may be necessary or appropriate in the reasonable request opinion of the Administrative Agent prior to and the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements in connection with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such datenew Class or tranche, in each case on terms consistent with this Section 2.22.

Incremental Facilities. (a) The Lead Borrower may, At any time during the period from time to time and after the Fourth Restatement Effective Closing Date through but excluding the date that is the four-year anniversary of the Closing Date, by notice at the option of Borrowers (but subject to the Administrative Agent conditions set forth in clause (whereupon b) below), the Administrative Agent shall promptly deliver a copy to each Revolver Commitments and the Maximum 83 125672876_9 (b) Each of the Lenders), request following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount: (i) Agent or Borrowers have obtained the commitment of one or more tranches of term loans hereunder Lenders (collectivelyor other prospective lenders who are Eligible Transferees or otherwise reasonably satisfactory to Agent and Borrowers) reasonably satisfactory to Agent and Borrowers to provide the applicable Increase and any such Lenders (or such prospective lenders), the Borrowers, and Agent have signed a joinder agreement to this Agreement (an “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental FacilitiesIncrease Joinder”); provided that , in form and substance reasonably satisfactory to Agent, to which such Lenders (i) the aggregate amount of such Incremental Facilitiesor prospective lenders), taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 Borrowers, and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000Agent are party, (ii) each of the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date conditions precedent set forth in effect at the time such Incremental Facilities Section 3.2 are entered intosatisfied, (iii) in connection with any Increase, if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such tranche other documentation as Agent shall reasonably request, in order to enable Agent and the Lenders to comply with any of Incremental Facilities shall rank pari passu in right the requirements under Regulations T, U or X of payment with the Revolving LoansFederal Reserve Board, (iv) such Incremental Facilities shall not beBorrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the twelve months (on a month-by-month basis) immediately following the proposed date of the applicable Increase, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders The interest rate margins with respect to the Revolving Loans (except (i) for covenants or other provisions to be made pursuant to the increased Revolver Commitments shall be the same as the interest rate margin applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) hereunder immediately prior to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders applicable Increase Date (which may be accomplished as defined below). Any Increase Joinder may, with the consent of the Administrative Agent Agent, Borrowers and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars Lenders or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant prospective lenders agreeing to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” andIncrease, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect effectuate the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time2.14. (c) The entry into Unless otherwise specifically provided herein, (i) all references in this Agreement and any Incremental Facilities hereunder shall require and other Loan Document to Revolving Loans shall be deemed deemed, unless the context otherwise requires, to be include Revolving Loans made pursuant to the increased Revolver Commitments and Maximum Revolver Amount pursuant to this Section 2.14. (d) Each of the Lenders having a representation and warranty by each Borrower Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”) shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the date on which Increase Date (the “Post-Increase Revolver Lenders”), and such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such date.84 125672876_9

Incremental Facilities. (a) The Lead Borrower may, Borrowers and any one or more Lenders (including New Lenders) may from time to time after agree that such Lenders shall make, obtain or increase the Fourth Restatement Effective Dateamount of their Tranche A Term Loans or Revolving Commitments, as applicable, by notice executing and delivering to the Administrative Agent Agents an Increased Facility Activation Notice specifying (whereupon i) the Administrative Agent amount of such increase to the Facility or Facilities involved and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Tranche A Term Loan or Revolving Commitments (i) no Default or Event of Default shall promptly deliver a copy to have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be 41 true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders), request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches aggregate sum of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that (ix) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred pursuant to this Section 2.20 and borrowings of incremental Tranche A Term Loans plus (y) the aggregate amount of Commitment Increases made incremental Revolving Commitments obtained after the Closing Date pursuant to Section 2.19, does this paragraph shall not exceed $250,000,000, 75,000,000 and (ii) without the final stated maturity date consent of such tranche the Administrative Agent, (x) each increase effected pursuant to this paragraph shall be in an amount equal to $5,000,000 (or a whole multiple of Incremental Facilities $5,000,000 in excess thereof) and (y) no more than five Increased Facility Closing Dates may be selected by the Borrowers after the Closing Date. No Lender shall have any obligation to participate in any increase described in this Section 2.22 unless it agrees to do so in its sole discretion. (b) Any additional bank, financial institution or other entity which, with the consent of Essent and the Administrative Agent (which consent shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered intounreasonably withheld), (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted elects to be, guaranteed by any Subsidiary of Holdings that is not become a Guarantor “Lender” under this Agreement and in connection with any transaction described in this Section 2.22 shall execute a New Lender Supplement (v) the termseach, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic termsa “New Lender Supplement”), taken substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a whole, party hereto and shall be substantially the same as, or less favorable bound by and entitled to the Lenders or Additional Lenders benefits of this Agreement. (as defined belowc) providing such Incremental FacilitiesUnless otherwise agreed by the Administrative Agent, than those terms and conditions applicable to the Lenders on each Increased Facility Closing Date with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after Facility, the latest Maturity Date of the Borrowers shall borrow Revolving Loans or (ii) under the relevant increased Revolving Commitments from each Lender participating in the relevant increase in amounts determined by reference to the extent such more favorable terms are incorporated into the amount of each Type of Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent and the Lead Borrower and without the consent of any Lenders)) as determined by the Lead Borrower in its reasonable discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements with respect to each Mortgaged Property, each in form and substance reasonably satisfactory to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Amendment shall be subject to the satisfaction of the conditions as the parties thereto shall agree and, in the case of an Incremental Amendment Eurodollar Loans, of each Eurodollar Tranche) which would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the aggregate amount of each such Type or Eurodollar Tranche requested to which an Eligible Assignee is party be so borrowed or effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the other Lenders in the same Eurodollar Tranche (or, until the expiration of the then-current Interest Period, such other rate as an Additional shall be agreed upon between the applicable Borrower and the relevant Lender). (d) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees that, on each Increased Facility Activation Date, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect (i) the existence and terms of the incremental Tranche A Term Loans and/or (ii) the increased or new Revolving Commitments evidenced thereby. Any such deemed amendment may be effected in writing by the Administrative Agent with the consent of the Borrowers (not to be unreasonably withheld or delayedwithheld) of the Administrative Agent, and, solely in the case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 furnished to the establishment of Incremental Facilities have been satisfied as of such dateother parties hereto.

Incremental Facilities. (a) The Lead Borrower may, from time to time after the Fourth Restatement Effective Dateat any time, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request on one or more tranches occasions pursuant to an Incremental Facility Amendment add one or more new Classes of term facilities and/or increase the principal amount of the Term Loans of any existing Class by requesting new commitments to provide such Term Loans (any such new Class or increase, an “Incremental Facility” and any loans hereunder (collectivelymade pursuant to an Incremental Facility, the “Incremental Term Loans”) in an aggregate principal amount not to exceed the Incremental Cap; provided that: (i) no Incremental Commitment in respect of any Incremental Facility may be in an amount that is less than $5,000,000 (or such lesser amount to which the Administrative Agent may reasonably agree); (ii) except as the Borrower and any Lender may separately agree, no Lender shall be obligated to provide any Incremental Commitment, and the determination to provide such commitments shall be within the sole and absolute discretion of such Lender (it being agreed that the Borrower shall not be obligated to offer the opportunity to any Lender to participate in any Incremental Facility); (iii) no Incremental Facility or Incremental Term Loan (nor the creation, provision or implementation thereof) shall require the approval of any existing Lender other than in its capacity, if any, as a lender providing all or part of any Incremental Commitment or Incremental Term Loan; (iv) except as otherwise permitted herein (including with respect to margin, pricing, maturity and fees), the terms of any Incremental Facility, if not consistent with those applicable to any then-existing Term Loans (as reasonably determined by the Borrower and the Administrative Agent), must either, at the option of the Borrower, (x) not be materially more restrictive to the Borrower and its Restricted Subsidiaries (as determined by the Borrower in good faith) than (when taken as a whole) those contained in the Loan Documents (other than any terms which are applicable only after the then-existing Latest Maturity Date), (y) be conformed (or added) to the Loan Documents for the benefit of the existing Term Lenders or, as applicable, the Administrative Agent (i.e., by conforming or adding a term to the then-outstanding Term Loans pursuant to the applicable Incremental Facility Amendment, it being understood that, without limitation, any amendment or modification to the Loan Documents that solely adds one or more additional tranches terms for the benefit of revolving commitments hereunder the existing Term Lenders shall not require the consent of any such existing Term Lender so long as the form (collectivelybut not the substance) of the applicable agreement effecting such amendment or modification is reasonably satisfactory to the Administrative Agent) or (z) reflect then current market terms and conditions (taken as a whole) at the time of incurrence or issuance (as determined by the Borrower in good faith); (v) the interest rate, fees, discount and yield applicable to any Incremental Facility shall be determined by the Borrower and the lender or lenders providing such Incremental Facility; provided that, with respect to any Incremental Term Loans incurred within six months after the Closing Date in an aggregate principal amount in excess of the greater of (x) $105,000,000 and (y) 0.75% of Consolidated Total Assets as of the last day of the most recently ended Test Period calculated on a Pro Forma Basis (the “MFN Threshold”) under any Incremental Facility that (A) consists of syndicated floating rate Dollar-denominated Term Loans that are pari passu with the Initial Term Loans in right of payment and with respect to security, (B) is originally incurred in reliance on the Ratio Based Incremental Amount (but not any reclassification thereunder), (C) is scheduled to mature prior to the date that is one year after the Initial Term Loan Maturity Date and (D) is not incurred or established in connection with a Permitted Acquisition or any other Investment permitted hereby (the foregoing sub-clauses (A) through (D), the “MFN Conditions”), the Effective Yield applicable thereto may not be more than 0.75% higher than the Effective Yield applicable to the Initial Term Loans unless the Applicable Rate (and/or, as provided in the proviso below, the Alternate Base Rate floor or LIBO Rate floor) with respect to the Initial Term Loans is adjusted to be equal to the Effective Yield with respect to such Incremental Revolving Commitments” andFacility, together minus 0.75% (this clause (v), the “MFN Protection”); provided, further, that any increase in Effective Yield to any Initial Term Loan due to the application or imposition of an Alternate Base Rate floor or LIBO Rate floor on any Incremental Term Loan may be effected, at the option of the Borrower, through an increase in (or implementation of, as applicable) any Alternate Base Rate floor or LIBO Rate floor applicable to such Initial Term Loan; (vi) subject to the Permitted Earlier Maturity Indebtedness Exception, the final maturity date with respect to any Incremental Term Loans shall be no earlier than the Initial Term Loan Maturity Date; (vii) subject to the Permitted Earlier Maturity Indebtedness Exception or as expressly provided in clause (xiv) below, the Weighted Average Life to Maturity of any Incremental Facility shall be no shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Facility; (viii) subject to clauses (vi) and (vii) above, any Incremental Facility may otherwise have an amortization schedule as determined by the Borrower and the lenders providing such Incremental Facility; (ix) subject to clause (v) above, to the extent applicable, any fees payable in connection with any Incremental Term Loans, Facility shall be determined by the “Incremental Facilities”); provided that (i) Borrower and the aggregate amount of arrangers and/or lenders providing such Incremental Facilities, taken together with all Facility; (A) any Incremental Facilities previously incurred pursuant to this Section 2.20 and the aggregate amount of Commitment Increases made pursuant to Section 2.19, does not exceed $250,000,000, Facility (iix) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving any then-existing Class of Term Loans and (y) may rank pari passu with or junior to any then-existing Class of Term Loans, as applicable, in right of security or may be unsecured (ivand to the extent the relevant Incremental Facility is secured by the Collateral, it shall be subject to an Acceptable Intercreditor Agreement) such and (B) no Incremental Facilities shall not be, and shall not Facility may be permitted to be, (x) guaranteed by any Restricted Subsidiary of Holdings that which is not a Guarantor under this Agreement Loan Party or (y) secured by any assets of the Borrower or any Restricted Subsidiary other than the Collateral; (xi) any Incremental Facility may participate (A) in any voluntary prepayment of Term Loans as set forth in Section 2.11(a) on a pro rata basis, greater than pro rata basis or less than a pro rata basis with the then-existing Term Loans and (vB) the terms, conditions and documentation governing such Incremental Facilities in any mandatory prepayment of Term Loans as set forth in Section 2.11(b) on a pro rata basis (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms Incremental Facility is secured on a pari passu basis with the Initial Term Loans), greater than pro rata basis with respect to prepayments of any such Incremental Facility with the proceeds of any Replacement Term Loans or Refinancing Indebtedness (including Replacement Notes) or less than a pro rata basis with the then-existing Term Loans, in each case, to the extent provided in such Sections; (xii) notwithstanding anything to the contrary in this Section 2.22 or in any other provision of any Loan Document, (A) no Event of Default (or, if the proceeds of any Incremental Facility are incorporated into incurred in connection with a Limited Condition Transaction, no Event of Default under Section 7.01(a), (f) or (g)) shall have occurred and be continuing on such date and (B) the Loan Documents Specified Representations shall be true and correct in all material respects on and as of the date of the initial borrowing or establishment of such Incremental Facility; provided that (I) in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the benefit respective period, as the case may be, (II) if any Specified Representation is qualified by or subject to a “material adverse effect,” “material adverse change” or similar term or qualification, such Specified Representation shall be true and correct in all respects and (III) Section 3.14 shall not apply to Collateral that is not required to be created or perfected on or prior to the date of all existing Lenders (which initial funding of such Incremental Facility; provided, further, that with respect to any Limited Condition Transaction, except as set forth above, any other conditions may be accomplished with satisfied on the consent LCT Test Date; (xiii) the proceeds of any Incremental Facility may be used for working capital and/or purchase price adjustments and other general corporate purposes (including capital expenditures, acquisitions, Investments, Restricted Payments and Restricted Debt Payments and related fees and expenses) and any other use not prohibited by this Agreement; and (xiv) on the date of the Administrative Agent and the Lead Borrower and without the consent Borrowing of any Lenders)) Incremental Term Loans that will be of the same Class as determined by any then-existing Class of Term Loans, and notwithstanding anything to the Lead Borrower contrary set forth in its reasonable discretion. Section 2.08 or 2.13 above, such Incremental Facilities shallTerm Loans shall be added to (and constitute a part of, be of the same Type as and, at the election of the Lead Borrower, have the same Interest Period as) each Borrowing of outstanding Term Loans of such Class on a pro rata basis (based on the relative sizes of such Borrowings), so that each Term Lender providing such Incremental Term Loans will participate proportionately in each then-outstanding Borrowing of Term Loans of such Class; it being acknowledged that the application of this clause (a)(xiv) may result in new Incremental Term Loans having Interest Periods (the duration of which may be available in dollars or in less than one or more Alternative Currenciesmonth) that begin during an Interest Period then applicable to outstanding LIBO Rate Loans of the relevant Class and which end on the last day of such Interest Period. (b) Each notice from the Lead Borrower pursuant to clause (a) of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities Commitments may be made provided by any existing Lender Lender, or by any other Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time other lender being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). ; provided that the Administrative Agent shall have a right to consent (such consent not to be unreasonably withheld or delayed) to the relevant Additional Lender’s provision of Incremental Facilities Commitments if such consent would be required under Section 9.05(b) for an assignment of Loans to such Additional Lender; provided, further, that any Additional Lender that is an Affiliated Lender shall be established pursuant subject to an amendmentthe provisions of Section 9.05(g), restatement mutatis mutandis, to the same extent as if the relevant Incremental Commitments and related Obligations had been acquired by such Lender by way of assignment. (c) Each Lender or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Additional Lender and the Administrative Agent, in each case without the consent providing a portion of any other Person. The Incremental Amendment may effect such amendments Commitment shall execute and deliver to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect Borrower all such documentation (including the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of relevant Incremental Facility Amendment) as may be reasonably required by the Administrative Agent prior to evidence and effectuate such Incremental Commitment. On the effective date of such Incremental Commitment, each Additional Lender shall become a Lender for all purposes in connection with this Agreement. (d) As conditions precedent to the Collateral and Guarantee Release Dateeffectiveness of any Incremental Facility or, subject to Section 1.10, the Lead Borrower making of any Incremental Term Loans, (i) upon its request, the Administrative Agent shall cause be entitled to receive customary written opinions of counsel, as well as such reaffirmation agreements, supplements and/or amendments as it shall reasonably require, (ii) the Administrative Agent shall be entitled to receive, from each Additional Lender, an administrative questionnaire, in the form provided to such Additional Lender by the Administrative Agent (the “Administrative Questionnaire”) and such other documents as it shall reasonably require from such Additional Lender, (iii) the Administrative Agent and the applicable Lenders shall be entitled to receive all fees required to be delivered mortgage modifications and title endorsements with paid to them in respect of such Incremental Facility or Incremental Term Loans, (iv) the Administrative Agent shall have received a Borrowing Request as if the relevant Incremental Term Loans were subject to each Mortgaged PropertySection 2.03 (provided that such Borrowing Request need not include any bring down of any representation or warranty, each in form and substance reasonably satisfactory include any representation as to the occurrence of any default or Event of Default or other item not consistent with this Section 2.22) and (v) the Administrative Agent. Agent shall be entitled to receive a certificate of the Borrower signed by a Responsible Officer thereof; (A) certifying and attaching a copy of the resolutions adopted by the governing body of the Borrower approving or consenting to such Incremental Facility or Incremental Term Loans, and (B) to the extent applicable, certifying that the conditions set forth in subclauses (A) and (B) of clause (a)(xii) above has been satisfied. (e) The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness of any Incremental Facility Amendment shall and/or any amendment to any other Loan Document as may be subject necessary in order to the satisfaction establish new Classes or sub-Classes in respect of the conditions Loans or commitments pursuant to this Section 2.22 and such technical, mechanical and conforming amendments as the parties thereto shall agree and, may be necessary or appropriate in the case of an Incremental Amendment to which an Eligible Assignee is party as an Additional Lender, the consent (not to be unreasonably withheld or delayed) reasonable opinion of the Administrative AgentAgent and the Borrower in connection with the establishment of such new Classes or sub-Classes, and, solely in the each case of Incremental Revolving Commitments, the Swingline Lender and each Issuing Bank. Nothing contained in on terms consistent with this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time2.22. (cf) The entry into This Section 2.22 shall supersede any Incremental Facilities hereunder shall require and shall be deemed to be a representation and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and provision in Section 4.2 2.18 or 9.02 to the establishment of Incremental Facilities have been satisfied as of such datecontrary.

Incremental Facilities. (a) The Lead Borrower may, Borrowers and any one or more Lenders (including New Lenders) may from time to time after agree that such Lenders shall make, obtain or increase the Fourth Restatement Effective Dateamount of their Revolving Commitments, as applicable, by notice executing and delivering to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Lenders), request one or more tranches of term loans hereunder (collectively, the “Incremental Term Loans”) or one or more additional tranches of revolving commitments hereunder (collectively, the “Incremental Revolving Commitments” and, together with any Incremental Term Loans, the “Incremental Facilities”); provided that Agents an Increased Facility Activation Notice specifying (i) the aggregate amount of such Incremental Facilities, taken together with all Incremental Facilities previously incurred increase to the Facility and (ii) the applicable Increased Facility Closing Date; provided that immediately prior to and after giving effect to any such increase in the Revolving Commitments (i) no Default or Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties made by any Loan Party in or pursuant to this Section 2.20 the Loan Documents shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) on and as of such date as if made on and as of such date (except that any representations and warranties which expressly relate to an earlier date shall be true and correct in all material respects (or, if such representations and warranties are qualified by materiality, in all respects) as of such earlier date). Notwithstanding the foregoing, (i) without the consent of the Required Lenders the aggregate amount of Commitment Increases made incremental Revolving Commitments obtained after the Closing Date pursuant to Section 2.19, does this paragraph shall not exceed $250,000,000, 25,000,000 and (ii) the final stated maturity date of such tranche of Incremental Facilities shall not be earlier than the Maturity Date in effect at the time such Incremental Facilities are entered into, (iii) such tranche of Incremental Facilities shall rank pari passu in right of payment with the Revolving Loans, (iv) such Incremental Facilities shall not be, and shall not be permitted to be, guaranteed by any Subsidiary of Holdings that is not a Guarantor under this Agreement and (v) the terms, conditions and documentation governing such Incremental Facilities (including, without limitation, all representations, covenants, defaults, guaranties and remedies, but excluding economic terms), taken as a whole, shall be substantially the same as, or less favorable to the Lenders or Additional Lenders (as defined below) providing such Incremental Facilities, than those terms and conditions applicable to the Lenders with respect to the Revolving Loans (except (i) for covenants or other provisions applicable only to periods after the latest Maturity Date of the Revolving Loans or (ii) to the extent such more favorable terms are incorporated into the Loan Documents for the benefit of all existing Lenders (which may be accomplished with the consent of the Administrative Agent Agent, (x) each increase effected pursuant to this paragraph shall be in an amount equal to $5,000,000 (or a whole multiple of $5,000,000 in excess thereof) and the Lead Borrower and without the consent of any Lenders)(y) as determined no more than five Increased Facility Closing Dates may be selected by the Lead Borrower Borrowers after the Closing Date. No Lender shall have any obligation to participate in any increase described in this Section 2.19 unless it agrees to do so in its reasonable sole discretion. Incremental Facilities shall, at the election of the Lead Borrower, be available in dollars or in one or more Alternative Currencies. (b) Each notice from Any additional bank, financial institution or other entity which, with the Lead Borrower pursuant consent of Essent and the Administrative Agent (which consent shall not be unreasonably withheld), elects to clause become a “Lender” under this Agreement in connection with any transaction described in Section 2.19(a)shall execute a New Lender Supplement (aeach, a “New Lender Supplement”), substantially in the form of Exhibit H, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Section 2.20 shall set forth the requested amount and, in reasonable detail, the proposed terms of the relevant Incremental Facilities. Incremental Facilities may be made Agreement. (c) Unless otherwise agreed by any existing Lender or by any Eligible Assignee (any such Eligible Assignee providing such Incremental Facilities at such time being called an “Additional Lender” and, together with the existing Lenders providing such Incremental Facilities at such time, the “Incremental Lenders”). Incremental Facilities shall be established pursuant to an amendment, restatement or amendment and restatement (an “Incremental Amendment”) of this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Lender and the Administrative Agent, in on each case without the consent of any other Person. The Incremental Amendment may effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Lead Borrower, to effect the provisions of this Section 2.20. Without limiting the foregoing, upon the reasonable request of the Administrative Agent prior to the Collateral and Guarantee Release Date, the Lead Borrower shall cause to be delivered mortgage modifications and title endorsements Increased Facility Closing Date with respect to the Facility, the Borrowers shall borrow Revolving Loans under the relevant increased Revolving Commitments from each Mortgaged Property, each Lender participating in form and substance reasonably satisfactory the relevant increase in amounts determined by reference to the Administrative Agent. The Lenders hereby irrevocably authorize the Administrative Agent to enter into such Incremental Amendments. The effectiveness amount of any Incremental Amendment shall be subject to the satisfaction each Type of the conditions as the parties thereto shall agree Loan (and, in the case of an Incremental Amendment to Eurodollar Loans, of each Eurodollar Tranche) which an Eligible Assignee is party as an Additional Lender, would then have been outstanding from such Lender if (i) each such Type or Eurodollar Tranche had been borrowed or effected on such Increased Facility Closing Date and (ii) the consent (not aggregate amount of each such Type or Eurodollar Tranche requested to be unreasonably withheld so borrowed or delayed) effected had been proportionately increased. The Eurodollar Base Rate applicable to any Eurodollar Loan borrowed pursuant to the preceding sentence shall equal the Eurodollar Base Rate then applicable to the Eurodollar Loans of the Administrative Agent, and, solely other Lenders in the case same Eurodollar Tranche (or, until the expiration of Incremental Revolving Commitmentsthe then-current Interest Period, the Swingline Lender and each Issuing Bank. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to provide Incremental Facilities, at any time. (c) The entry into any Incremental Facilities hereunder shall require and such other rate as shall be deemed to be a representation agreed upon between the applicable Borrower and warranty by each Borrower on the date on which such Incremental Facilities are entered into that the conditions set forth in this Section 2.20 and in Section 4.2 to the establishment of Incremental Facilities have been satisfied as of such daterelevant Lender).