Common use of Incremental Facilities Clause in Contracts

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time more than 90 days after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 250,000,000 in the aggregate and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 250,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $10,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Term Loans, and (iii) the yield and all other terms applicable to the Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the Applicable Margin and rate floor) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Tranche B Term Loans, plus 0.25% per annum unless (i) the interest rate with respect to the Tranche B Term Loans is increased so as to cause the then applicable interest rate under this Agreement on the Tranche B Term Loans to be not more than 0.25% less than the yield then applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche A Term Loans is increased by an amount equal to the amount of any increase in the interest rate for Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is sixty (60) days prior to the Stated Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit G or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (Bii) the increase in or the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 500,000,000 in the aggregate so that the aggregate Commitments are not in excess of $1,000,000,000 and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion, and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to shall be designated a separate series identified by the year of maturity of such Incremental Revolving Commitments Term Loans (or month and year if there are multiple Incremental Term Loan CommitmentsLoans maturing in the same year) (each, as applicable; (2a “Series”) both before and after giving effect to the making of any Incremental Term Loans, each Loans for all purposes of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inAgreement.

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is sixty (60) days prior to the Stated Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit G or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (Bii) the increase in or the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 600,000,000 in the aggregate so that the aggregate Commitments are not in excess of $1,200,000,000 and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion, and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to shall be designated a separate series identified by the year of maturity of such Incremental Revolving Commitments Term Loans (or month and year if there are multiple Incremental Term Loan CommitmentsLoans maturing in the same year) (each, as applicable; (2a “Series”) both before and after giving effect to the making of any Incremental Term Loans, each Loans for all purposes of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inAgreement.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time after the Restatement Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (ix) $200,000,000 500,000,000 in the aggregate and (y) $1,000,000,000 in the aggregate if, after giving pro forma effect to the incurrence of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments, the Senior Secured Leverage Ratio would not exceed 2.00:1.00, and, in each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 500,000,000 or $1,000,000,000, as applicable, and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $10,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the Applicable Margin and rate floor) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Tranche B Term Loans, plus 0.50% per annum unless (i) the interest rate with respect to the Tranche B Term Loans is increased so as to cause the then applicable interest rate under this Agreement on the Tranche B Term Loans to be not more than 0.50% less than the yield then applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche A Term Loans is increased by an amount equal to the amount of any increase in the interest rate for Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. The On one or more occasions at any time after the Effective Date, the Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental New Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments denominated in Dollars (the “New Term Commitments”, together with the New Revolving Commitments, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional aggregate amount not to exceed $200,000,000 for all Incremental Commitments (so that the sum of the total Revolving Commitments plus the principal amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall made hereunder does not exceed $50,000,000 in the aggregate700,000,000). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten five (105) Business Days after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and (B) and/or its Affiliates shall use commercially reasonable efforts, with the identity assistance of each Lender the Borrower, to DB3/ 204690278.10 arrange a syndicate of Lenders or other Person Persons that is an are Eligible Assignee Assignees willing to hold the requested Incremental Commitments; provided that (eachx) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $25,000,000 (or such lesser amount which equals the then remaining aggregate Incremental Commitments), an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable(y) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Commitment Loan Lender” or an Incremental a “New Term Loan CommitmentLender”, as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower, and the Administrative Agent (such approval not to be unreasonably withheld or delayed) and, in the case of a New Revolving Commitment, the Issuing Banks (such approval not to be unreasonably withheld or delayed), unless such New Revolving Loan Lender is an existing Lender (other than a Defaulting Lender) with a Revolving Commitment at such time or if such New Term Loan Lender is an existing Lender or an Affiliate of an existing Lender. Such Incremental The terms and provisions of any New Revolving Commitments or Incremental shall be identical to the existing Revolving Commitments. The terms and provisions of any New Term Commitments and any New Term Loans shall (a) provide that the maturity date of any New Term Loan Commitments that is a separate tranche shall become effective as be no earlier than the Term Loan Maturity Date for the existing Term Loans and the weighted average life to maturity of such Increased Amount Date; provided that New Term Loans shall not be shorter than the weighted average life to maturity of the existing Term Loans, and such New Term Loans shall not have any scheduled amortization payments, (1b) share ratably in any prepayments of the existing Term Facility, unless the Borrower and the New Term Loan Lenders in respect of such New Term Loans elect lesser payments and (c) otherwise be identical to the existing Term Loans or reasonably acceptable to the Administrative Agent, the Borrower and each New Term Loan Lender. The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; and (2) both before and after giving effect to the making of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effectii) as of the last day of the most recently ended four Fiscal Quarter period recent month for which financial statements have been delivered pursuant to Section 5.01, the Borrower would have been in compliance with the financial covenants set forth in Section 6.14 that are available), applicable at such time after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicableand any updated Appraisals required pursuant to Section 4A.02(a); (4y) the Incremental Revolving Commitments representations and warranties made or Incremental Term deemed made by the Loan Commitments, as applicable, Parties in any Loan Document shall be effected pursuant true and correct in all material respects (other than any representation or warranty qualified by “materiality” or similar language, which shall be true and correct in all respects) on the effective date of such Incremental Commitments except to one or more Joinder Agreements executed the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not DB3/ 204690278.10 previously delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Commitments and (B) if applicable, all corporate, partnership, member, or other necessary action taken by the Guarantors authorizing the Guaranty by such Guarantors of such Incremental Commitments; and (ii) if requested by the Administrative Agent, a customary opinion of counsel to the Borrower and, if applicable, the Guarantors (which may be in substantially the same form as delivered on the Effective Date) and addressed to the Administrative Agent and the Lenders, (iii) if requested by any Lender, new notes executed by the Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders; provided, that, such Lender shall promptly return any existing Notes held by such Lender to the Borrower (or, if lost, destroyed or mutilated, if requested by the Borrower, a lost note affidavit in customary form and including a customary indemnity), (iv) an executed Borrowing Base Certificate and an executed Compliance Certificate prepared using the financial statements of the Parent most recently provided or required to be provided and demonstrating pro forma compliance with the financial covenants in Section 6.14 after giving effect to such increase, (v) an Additional Credit Extension Amendment in form and substance satisfactory to, and executed by, the Borrower, the other Loan Parties, the Administrative Agent and the Lenders providing such increase, which shall be binding on all Lenders, and (vi) ratification agreements from the Loan Parties with respect to the Guaranties and the Security Documents as reasonably requested by the Administrative Agent. On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Lenders, and each of which the New Revolving Lenders shall be recorded purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Lenders and New Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments, (b) each New Revolving Commitment Register or the Term Loan Register, as applicable, shall be deemed for all purposes a Revolving Commitment and each Incremental Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Lender shall become a Lender with respect to its New Revolving Commitment and Incremental all matters relating thereto. On any Increased Amount Date on which any New Term Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender shall be subject make a Loan to the requirements set forth inBorrower (a “New Term Loan”) in an amount equal to its New Term Commitment, and (ii) each New Term Loan Lender shall become a Term Lender hereunder with respect to the New Term Commitment and the New Term Loans made pursuant thereto. The fees payable by Borrower upon any such Incremental Commitments shall be agreed upon by the Administrative Agent and Borrower at the time of such increase.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) prior to the increase in or Tranche B Term Loan Maturity Date, the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 75,000,000 in the aggregate and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 75,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Barclays Bank may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) the ratio of (i) Consolidated Total Secured Debt after giving effect to such Incremental Revolving Commitment or the Incremental Term Loan Commitment, as applicable, to (ii) pro forma Consolidated Adjusted EBITDA for the latest twelve-month period for which financial statements are then available shall be less than or equal to 3.25:1.00; (2) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (23) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedsatisfied; (34) the U.S. Borrower Holdings shall be in pro forma compliance (calculated in accordance with the financial covenant definition of Consolidated Adjusted EBITDA) with each of the covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available)Quarter, after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, including any acquisitions consummated with the proceeds thereof or dispositions after the beginning of the relevant determination period but prior to or simultaneous with the borrowing of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (45) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (6) the Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (7) all other fees and expenses owing in respect of such increase to the Administrative Agent, the Collateral Agent and the Lenders will have been paid; (8) such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall share pari passu in the Guarantees and Collateral; and (9) the Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) reasonably requested by the Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments, (b) 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 (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or as agreed between the Borrower and the Lenders providing such Incremental Term Loans and as set forth in the Joinder Agreement, identical to the existing Term Loans. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans and such Incremental Revolving Loan will be documented solely as an increase to the Revolving Commitments, without any change in terms other than any change that is more favorable to the Revolving Lenders and applies to all loans and commitments under the Revolving Loans (it being understood that the Administrative Agent shall be empowered to, on behalf of all the Revolving Lenders, execute an amendment to the definitive documentation relating to the Revolving Loans in order to give effect to such a change more favorable to the Revolving Lenders). In any event (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the existing Term Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no shorter than the latest of the final maturity of the existing Term Loans, and (iii) if the initial “yield” (for purposes of this Section 2.24, the “yield” with respect to any Loan shall be calculated as the sum of the Eurodollar Loan margin on the relevant Loan plus any original issue discount or upfront fees in lieu of original issue discount (other than any arranging fees, underwriting fees and commitment fees) (based on an assumed four-year average life for the applicable credit facilities (e.g., 100 basis points in original issue discount or upfront fees equals 25 basis points of interest rate margin))) relating to the Incremental Term Loans exceeds the “rate” (which for purposes of this Section 2.24 shall be calculated as the Applicable Margin) then in effect with respect to the existing Term Loans by more than 0.25%, then the Applicable Margin relating to the existing Term Loans and the existing Revolving Loans shall be adjusted so that the yield relating to such Incremental Term Loans does not exceed the rate applicable to the existing Term Loans or the existing Revolving Loans, as applicable, by more than 0.25%, and if the lowest permissible Adjusted Eurodollar Rate is greater than 2.00% or the lowest permissible Base Rate is greater than 3.00%, for such Incremental Term Loans, the difference between such “floor” and 2.00%, in the case of Incremental Term Loans with the Adjusted Eurodollar Rate, or 3.00%, in the case of Incremental Term Loans with Base Rate, shall be used in calculating “yield” for purposes of clause (iii) above. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. The (a) On one or more occasions at any time after the Effective Date, the Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental New Revolving Commitments”) and/or (B) an increase to the increase in or existing Term Loan Commitments and/or the establishment of one or more new term loan commitments (the “Incremental New Term Loan Commitments”, together with the New Revolving Commitments, the “Incremental Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional aggregate amount of Incremental Term Loans or increases not to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in 1,500,000,000 for all Incremental Commitments (the aggregate“Aggregate Maximum Incremental Facility Amount”). Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten five (105) Business Days (or such lesser number of days as the Administrative Agent shall agree) after the date on which such notice is delivered to the Administrative Agent. The Administrative Agent and (B) and/or its Affiliates shall use commercially reasonable efforts, with the identity assistance of each Lender the Borrower, to arrange a syndicate of Lenders or other Person Persons that is are Eligible Assignees willing to hold the requested Incremental Commitments; provided that (w) any Incremental Commitments on any Increased Amount Date shall be in the minimum aggregate amount of $10,000,000 (or such lesser amount as the Administrative Agent may agree), (x) with respect to any Lender, such Lender may enter into a New Revolving Commitment notwithstanding and in addition to the Aggregate Maximum Incremental Facility Amount, in an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental amount equal to the amount of any prepayment of its Term Loans under the Term Loan Lender”Facility in connection with any such transaction, as applicable(y) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Commitment, and (z) any Lender or other Person that is an Eligible Assignee (each, a “New Revolving Commitment Loan Lender” or an Incremental “New Term Loan Lender,” as applicable) to whom any portion of such Incremental Commitment shall be allocated shall be subject to the approval of the Borrower and the Administrative Agent (such approval not to be unreasonably withheld or delayed), and, in the case of a New Revolving Commitment, as applicable. Such Incremental each Issuing Bank and each Swingline Lender (each of which approvals shall not be unreasonably withheld), unless such New Revolving Loan Lender or New Term Loan Lender is an existing Lender. (b) The terms and provisions of any New Revolving Commitments shall be identical to the existing Revolving Commitments (other than pricing, rate floors, discounts, fees, premiums and optional prepayment or Incremental redemption provisions or additional terms applicable only to periods after the latest Maturity Date of any Revolving Commitments). The terms and provisions of any New Term Loan Commitments and any New Term Loans shall become effective as (i) provide that the maturity date of any New Term Loan that is a separate tranche shall be no earlier than the Term Loan Maturity Date and shall not have any scheduled amortization payments prior to the stated maturity date of the Initial Term Loans, (ii) share ratably in any prepayments of the existing Term Loan Facility, unless the Borrower and the New Term Loan Lenders in respect of such Increased Amount Date; provided that New Term Loans elect lesser payments and (1iii) otherwise be identical to the existing Term Loans(other than pricing, amortization rate floors, discounts, fees, premiums and optional prepayment redemption provisions or additional terms applicable only to periods after the latest Maturity Date of any Term Loans) or reasonably acceptable to the Administrative Agent. (c) The effectiveness of any Incremental Commitments and the availability of any borrowings under any such Incremental Commitment shall be subject to the satisfaction of the following conditions precedent: (x) after giving pro forma effect to such Incremental Commitments and borrowings and the use of proceeds thereof, no Default or Event of Default shall exist and be continuing; (y) the representations and warranties made or deemed made by the Borrower in any Loan Document shall be true and correct in all material respects on the effective date of such Incremental Commitments except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) or are qualified by materiality (in which case such representations and warranties shall be true and correct in all respects) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; and (z) the Administrative Agent shall have received each of the following, in form and substance reasonably satisfactory to the Administrative Agent: (i) if not previously delivered to the Administrative Agent, copies certified by the Secretary or Assistant Secretary of (A) all corporate or other necessary action taken by the Borrower to authorize such Incremental Commitments and (B) all corporate, partnership, member, or other necessary action taken by each Guarantor authorizing the Guaranty by such Guarantor of such Incremental Commitments; and (ii) if requested by the Administrative Agent, a customary opinion of counsel to the Borrower and the Guarantors (which may be in substantially the same form as delivered on the Effective Date and may be delivered by internal counsel of the Borrower), and addressed to the Administrative Agent and the Lenders, and (iii) if requested by any Lender, new notes executed by the Borrower, payable to any new Lender, and replacement notes executed by the Borrower, payable to any existing Lenders. (d) On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date before or as shall be necessary in order that, after giving effect to all such Incremental assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making addition of such New Revolving Commitments to the Revolving Commitments, (ii) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Loan and (iii) each New Revolving Loan Lender shall become a Lender with respect to its New Revolving Commitment and all matters relating thereto. (e) On any Incremental Increased Amount Date on which any New Term LoansLoan Commitments are effected, each subject to the satisfaction of the conditions set forth foregoing terms and conditions, (i) each New Term Loan Lender shall make a Loan to the Borrower (a “New Term Loan”) in Section 3.02 an amount equal to its New Term Loan Commitment, and (ii) each New Term Loan Lender shall be satisfied or waived; become a Lender hereunder with respect to the New Term Loan Commitment and the New Term Loans made pursuant thereto. (3f) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (y) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental New Revolving Commitments and the New Revolving Loan Lenders or Incremental the New Term Loan Commitments, as applicable; (4) Commitments and the Incremental Revolving Commitments or Incremental New Term Loan CommitmentsLenders, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (g) The upfront fees payable to the New Revolving Loan Lenders and/or New Term Loan Lenders shall be determined by the Borrower and the applicable New Revolving Loan Lenders and/or New Term Loan Lenders. (h) The Incremental Commitments shall be effected pursuant to one or more Joinder Agreements Additional Credit Extension Amendments executed and delivered by the Borrower RepresentativeBorrower, the Incremental New Revolving Loan Lender or Incremental New Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register Register. Each Additional Credit Extension Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the Term Loan Registeropinion of the Administrative Agent, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to effect the requirements set forth inprovisions of this Section 2.04.

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date or the Term Loan Termination Date, as applicable, by written notice to the Administrative Agent elect in the form attached hereto as Exhibit H or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (Bii) the increase in or the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 150,000,000 in the aggregate so that the aggregate Commitments are not in excess of $500,000,000 and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or shall be designated a separate series (each, a “Series”) of Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making Loans for all purposes of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inAgreement.

Incremental Facilities. (a) The Borrower Representative may may, at any time prior to the date which is one hundred eighty (180) days prior to the Term Loan Maturity Date (or, in the case of an increase in the Revolving Credit Commitments, one hundred eighty (180) days prior to the Revolving Credit Termination Date), by irrevocable written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments Credit Commitment (any such increase, the an “Incremental Revolving CommitmentsCredit Commitment”) and/or incremental term loans (B) the increase in or the establishment of one or more new term loan commitments (the each an “Incremental Term Loan CommitmentsLoan”), by in an amount not in excess of the greater of (i) $200,000,000 100,000,000 in the aggregate and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by in the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount case of Incremental Term Loans or increases to and not less than $10,000,000 individually in the case of Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Credit Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate. Each such Such notice shall specify (A) the date (each, an the “Increased Amount Incremental Effective Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Credit Commitment shall be effective and/or the date on which the Borrower proposes to borrow such Incremental Term Loan CommitmentsLoan, as applicable, which date shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (or any other Assignee, subject to the consent rights applicable to assignments of Loans set forth in Section 10.6(c)) (each, an “Incremental Revolving Loan Credit Lender” or an “Incremental Term Loan Lender”, as applicablethe case may be) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments Credit Commitment or such Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations; provided that any Lender approached to provide all or a portion of the any Incremental Revolving Commitments Credit Commitment or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an such Incremental Revolving Credit Commitment or an Incremental Term Loan. Any Incremental Term Loan Commitment, as applicable. Such shall be made on the applicable Incremental Effective Date and any Incremental Revolving Commitments or Incremental Term Loan Commitments Credit Commitment shall become effective available for borrowing as of such Increased Amount the applicable Incremental Effective Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of such Incremental Term Loan or any Loan pursuant to any Incremental Term LoansRevolving Credit Commitment (any such Loan, an “Incremental Revolving Credit Loan”), each of the conditions set forth in Section 3.02 5.3 shall be satisfied or waivedsatisfied; (32) the U.S. Borrower Parent and its Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) 7.1 as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), fiscal quarter after giving effect to such Incremental Term Loan and/or the making of all Incremental Revolving Commitments or Credit Loans pursuant to such Incremental Revolving Credit Commitment; (3) any such Incremental Term Loan Commitments, as applicable; (4) the or Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Credit Commitment shall be effected pursuant to one or more Joinder Agreements an incremental lender addendum (an “Incremental Lender Addendum”) executed and delivered by the Borrower RepresentativeBorrower, the Administrative Agent and each Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, Revolving Credit Lender (as applicable, and the Administrative Agent, ) and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(f); and (4) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such Incremental Term Loan or Incremental Revolving Credit Commitment. Any Incremental Term Loans made on an Incremental Effective Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. (b) On any Incremental Effective Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender shall make an Incremental Term Loan to the Borrower in an amount equal to its Incremental Term Loan Percentage, (ii) each Incremental Term Loan Lender shall become a Lender hereunder with respect to such Incremental Term Loan made pursuant thereto and any Incremental Term Loan shall be a “Term Loan” for all purposes under this Agreement and the other Loan Documents and (iii) each Incremental Revolving Credit Lender shall become a Lender hereunder with respect to any Incremental Revolving Credit Commitment taking effect on such Incremental Effective Date and any Incremental Revolving Credit Loan pursuant to such Incremental Revolving Credit Commitment shall be a “Revolving Credit Loan” for all purposes under this Agreement and the other Loan Documents. (c) The terms and provisions of any Incremental Revolving Credit Commitment or Incremental Revolving Credit Loan (including, without limitation, interest rate, borrowing mechanics and termination date) shall be identical to those of the Revolving Credit Commitments and the Revolving Credit Loans, respectively. The terms and provision of any Incremental Term Loan shall be, except as otherwise set forth herein or in the applicable Incremental Lender Addendum, identical to the Tranche B Term Loans. In any event, (i) any Incremental Term Loans shall rank pari passu in right of payment and of security with the other Loans, (ii) the weighted average life to maturity of any Incremental Term Loan shall be no shorter than the weighted average life to maturity of the Tranche B Terms Loans, (iii) the applicable Incremental Term Loan Maturity Date shall be no sooner than the final maturity of the Tranche B Term Loans and (iv) the rate of interest applicable to any Incremental Term Loan shall be determined by the Borrower and the Incremental Term Loan Lenders and shall be set forth in each applicable Incremental Lender Addendum; provided, that to the extent the interest rate applicable to any Loan made under the Incremental Term Loan Facility or increase to the Revolving Credit Commitment is greater than the highest interest rate that may, under any circumstances, be payable with respect to the corresponding Revolving Credit Loans or Term Loans, as applicable, the interest rates with respect to such existing Revolving Credit Loans or Term Loans, as applicable, shall be increased such that the interest rates applicable to such existing Revolving Credit Loans or Term Loans, as applicable, shall not be lower than the interest rate applicable to the Loans under the relevant Incremental Facility. (d) For the avoidance of doubt, no Lender shall be obligated to provide any portion of any Incremental Term Loan or Incremental Revolving Credit Commitment unless and until it executes the appropriate Incremental Lender Addendum with respect thereto. (e) On any Incremental Effective Date with respect to any Incremental Revolving Credit Commitment, the Revolving Credit Lenders (including the Incremental Revolving Credit Lenders), under the direction of the Administrative Agent, shall reallocate outstanding Revolving Credit Loans (and participations in Swing Line Loans and Multicurrency Letters of Credit) so that the Revolving Credit Loans held by each such Lender are equal to such Lender’s Revolving Credit Percentage (after giving effect to such Incremental Revolving Credit Commitment).

Incremental Facilities. (a) The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (B) the increase in or the establishment of incur one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount (1) not to exceed, in excess of the aggregate, the greater of (ix) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) 300,000,000 and (iiy) up to an additional amount of Incremental Term Loans or increases to such that the Incremental Revolving Commitments so long as the pro forma Senior Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing would not exceed 2.50:1.00 as of the maximum amount of Loans available thereunder; provided thatIncreased Amount Date and (2) not less than, in either caseindividually, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate. 25,000,000. (b) Each such notice shall specify (Ai) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period of time as may be agreed to by the Administrative Agent in its sole discretion); and (Bii) the identity of each Lender or other Person that is Person, which must be an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, ,” as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and any allocations. Any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments Commitments, as applicable, may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement or, if made on terms identical to any existing Series of Incremental Term Loans, may constitute a part of such Series of Incremental Term Loans. (c) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (i) the Incremental Revolving Credit Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable. applicable and (ii) in the case of each notice to any applicable Revolving Credit Lender, the respective interests in such Revolving Credit Lender’s Revolving Credit Loans, in each case subject to the assignments contemplated by this Section. (d) Such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that that: (1i) (x) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable; applicable and the extensions of credit to be made thereunder on such date and (2y) both before the representations and warranties of the Borrower and each other Loan Party contained in Article V hereof shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) on and as of such date, except in each case to the making extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of any such earlier date); provided that, in the case of Incremental Term LoansLoans incurred to finance a Permitted Acquisition, this clause (i) shall be limited to the representations and warranties of the Borrower and each other Loan Party set forth in Sections 5.01(a), 5.01(b), 5.02(a), 5.02(b)(i), 5.02(c), 5.14, 5.19, 5.20, 5.21, 5.22 and 5.23; (ii) the Borrower shall be in pro forma compliance with each of the conditions covenants set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) 7.11 as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, completed Measurement Period and as applicable; of the Increased Amount Date; (4iii) the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Loan Lender Lender(s) or Incremental Term Loan LenderLender(s), as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, (and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 3.01); (iv) the Incremental Facilities shall rank pari passu in right of security with the Revolving Credit Facility; (v) all reasonable fees and out-of-pocket expenses owing to the Administrative Agent and the Lenders (other than a Defaulting Lender) in respect of the Incremental Revolving Credit Commitments and Incremental Term Loan Commitments shall have been paid; and (vi) the Borrower shall deliver or cause to be delivered legal opinions, officer’s certificates and such other documents (including, if applicable, the Mortgages and related documents required pursuant to Section 6.11(b) or modifications of any Mortgages and title insurance endorsements or policies) reasonably requested by the Administrative Agent in connection with any such transaction. (e) On any Increased Amount Date on which Incremental Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the existing Revolving Credit Lenders shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of the existing Revolving Credit Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Credit Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Incremental Revolving Credit Commitments to the Revolving Credit Commitments, (ii) each Incremental Revolving Credit Commitment shall be deemed for all purposes a Revolving Credit Commitment and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Credit Loan and (iii) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Credit Commitment and all matters relating thereto. (f) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of such Series shall make a Loan to the Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of such Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. (g) The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, (i) except as otherwise set forth herein, as agreed in the Joinder Agreement between the Borrower, the applicable Incremental Term Loan Lenders providing such Incremental Term Loan Commitments and the Administrative Agent and (ii) subject to the limitations in clauses (A) and (B) below, not more restrictive taken as a whole to the Borrower and the other Loan Parties than those applicable to (1) any other Facility at the time of incurrence of such Incremental Term Loan Facility, unless such other terms apply only after the latest Maturity Date of each other Facility at the time of incurrence of such Incremental Term Loans or (2) the Revolving Credit Facility unless, in each case, such other terms relate only to mandatory prepayments, amortization, pricing or fees. In any event, (A) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than 36 months and (B) the applicable Incremental Term Loan Maturity Date of each Series shall be no shorter than the latest final maturity date of the Revolving Credit Facility at the time of incurrence of such Incremental Term Loans. (h) The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans; provided that if the Incremental Revolving Loan Lenders require an interest rate in excess of the interest rate then applicable to the Revolving Facility, the interest rate on the Revolving Facility shall be increased to equal such required rate without further consent of the affected Lenders. (i) Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 2.14. (j) This Section 2.14 shall supersede any provisions in Section 2.13 or Section 10.01 to the contrary.

Incremental Facilities. The Borrower Representative (a) Company may by written notice to the Administrative Agent GSCP elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “Incremental Revolving Commitments”"NEW REVOLVING LOAN COMMITMENTS") and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”"NEW TERM LOAN COMMITMENTS"), by an amount not in excess of the greater of (i) $200,000,000 100,000,000 in the aggregate and not less than $10,000,000 5,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent and GSCP or such lesser amount that shall constitute the difference between $200,000,000 100,000,000 and all such Incremental New Revolving Loan Commitments and Incremental New Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”"INCREASED AMOUNT DATE") on which the Borrower Representative Company proposes that the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10ten) 10 Business Days after the date on which such notice is delivered to the Administrative Agent GSCP and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” a "New REVOLVING LOAN LENDER" or “Incremental Term Loan Lender”"New TERM LOAN LENDER", as applicable) to whom the Borrower Representative Company proposes any portion of such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations; provided that any Lender approached to provide all or a portion of the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Loan Commitment or an Incremental a New Term Loan Commitment, as applicable. Such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental New Revolving Loan or Series of New Term Loans, CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A each of the conditions set forth in Section 3.02 3.2 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower Company and its Subsidiaries shall be in compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) 6.6 on a Pro Forma Basis as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to any Loans made pursuant to such Incremental New Revolving Loan Commitments on the Increased Amount Date or Incremental New Term Loan Commitments, as applicableapplicable and after giving effect to use of proceeds thereof; (4) the Incremental Leverage Ratio on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter after giving effect to any Loans made pursuant to such New Revolving Loan Commitments on the Increased Amount Date or New Term Loan Commitments, as applicable and after giving effect to use of proceeds thereof, shall be the Leverage Ratio as set forth for such Fiscal Quarter in Section 6.6(b) minus 0.25; (5) the New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicableCompany, and the GSCP, Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c) and Section 2.20(d); (6) Company shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (7) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a "SERIES") of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a "NEW REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Company (a "NEW TERM LOAN") in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A (d) Administrative Agent shall notify Lenders promptly upon receipt of Company's notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender's Revolving Loans, in each case subject to the assignments contemplated by this Section 2.25. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Tranche B Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Tranche B Term Loans and (iii) the interest rate margins applicable to the New Term Loans of each Series shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Tranche B Term Loans plus 0.50% per annum unless the interest rate with respect to the Tranche B Term Loan is increased so as to be equal to or be 0.50% per annum lower than, the interest rate applicable to the New Term Loans.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an aggregate amount not to exceed $100,000,000, and, in excess of the greater of (i) $200,000,000 in the aggregate and each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount Agent), and integral multiples of $5,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date (i) not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) at least 90 days prior to the Revolving Commitment Termination Date and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that that: (1) no Default or Event of Default shall exist under the Loan Documents, and no Default or Event of Default (each as defined in the Existing Credit Agreement) shall exist under the Existing Credit Agreement, on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before the Administrative Agent shall have received certified copies of resolutions of the Board of Directors of the Borrower authorizing such Incremental Revolving Commitments and after giving effect related amendments to the making of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedLoan Documents; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); and (4) the representations and warranties contained in Article IV hereto shall be true and correct in all material respects as of such Increased Amount Date except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (it being understood that to the extent any such representation and warranty is already qualified by materiality or material adverse effect, such representation and warranty will be true and correct in all respects). On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the existing Lenders with Revolving Commitments shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the then-existing Revolving Commitments, (b) 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 (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. In addition, each Revolving Lender agrees that the Administrative Agent may (subject to the consent of the Borrower ) take such additional actions as it deems reasonably necessary to effect the foregoing and such other adjustments to ensure that the Revolving Exposure is allocated ratably in accordance with the applicable Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (x) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders and (y) the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the Incremental Revolving Loans shall be identical to the then-existing Revolving Loans. Any Incremental Revolving Loans will be documented solely as an increase to the then-existing Revolving Commitments without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. (a) The Borrower Representative may may, on one or more occasions after the Closing Date and prior to the Maturity Date, by written notice to the Administrative Agent Agent, elect to request (A) prior to the Revolving Commitment Termination Date, an increase to in the (x) existing Revolving Commitments Term Loans of any Class (any such increasethe commitments thereto, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”) and/or (y) existing Revolving Commitments of any Class (“Incremental Revolving Credit Commitments” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”), (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”), by an amount aggregate amount, for all such increases under this Section 2.18, that does not in excess of exceed the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which Maximum Incremental Facilities Amount. Such Approved Increase shall be approved in a minimum principal amount of $5,000,000 unless otherwise agreed by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateAgent. Each such notice shall specify (Ai) the date (eachamount of the proposed increase, an “Increased Amount Date”) on which if any, to the Borrower Representative proposes that the Incremental existing Revolving Commitments or Incremental Term Loan CommitmentsLoans, as applicable, shall be effective, which shall be a date not less than ten (10ii) Business Days after the date on which such notice is delivered to increase shall become effective (the Administrative Agent “Increase Effective Date”), and (Biii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) Transferee to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations, which Lender or other Eligible Transferee shall reasonably acceptable to the Agent; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, may elect or decline, in its sole discretion, to provide an such Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental , and the Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan CommitmentsTerms Loans, as applicable; (2) both before and after giving effect , shall only be increased to the making extent of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall agreed to be effected pursuant provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to one or more Joinder Agreements executed and delivered by the Borrower Representative, the provide such Incremental Revolving Loan Lender Commitment or Incremental Term Loan Commitment shall execute a joinder agreement to which such Eligible Transferee and the Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed Lender agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, as applicable, effect such amendments to this Agreement and the Administrative other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 2.18. Unless otherwise specifically provided herein, all references in this Agreement and each of which any other Loan Document to Loans shall be recorded in deemed, unless the Revolving Commitment Register or the Term Loan Registercontext otherwise requires, as applicable, and each to include Incremental Revolving Loan Lender Commitments and Incremental Term Loan Lender Commitments made pursuant to this Section 2.18. (b) The Incremental Loan Commitments with respect to an Approved Increase shall become effective as of such Increase Effective Date; provided that, subject to Section 1.7, each of the conditions set forth in Section 3.2 shall be satisfied (or waived) prior to the effectiveness of such Incremental Revolving Credit Commitments or the funding of the relevant Incremental Term Loan Commitments; provided, further, that, with respect to any Incremental Term Loan Commitment incurred for the primary purpose of financing a Limited Condition Acquisition (“Acquisition-Related Incremental Commitments”), the condition set forth in Section 3.2(a) shall be deemed to have been satisfied so long as, as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the initial borrowing pursuant to such Acquisition-Related Incremental Commitment. (c) The terms and provisions of Loans made pursuant to an Approved Increase shall be identical to the terms and provisions applicable to the relevant Class of Loans and/or Commitments subject to such Approved Increase immediately prior to such Increase Effective Date (other than, for the requirements set forth inavoidance of doubt, differences in upfront fees). (d) With respect to any Incremental Revolving Commitments, to the extent any Advances or Letters of Credit of the relevant Class subject to such Approved Increase are outstanding on the Increase Effective Date, each of the Lenders of such Class having a Revolving Commitment of such Class prior to the Increase Effective Date (the “Revolving Pre-Increase Lenders”) shall assign to any Lender of such Class which is acquiring an Incremental Revolving Commitment on the Increase Effective Date (the “Revolving Post-Increase Lenders”), and such Revolving Post-Increase Lenders shall purchase from each Revolver Pre-Increase Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Revolving Pre-Increase Lenders and Revolving Post-Increase Lenders ratably in accordance with their Pro Rata Share of such Class after giving effect to such Incremental Revolving Commitments. (e) The Incremental Loan Commitments and loans made pursuant thereto, 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 Loan Documents.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an aggregate amount not to exceed $100,000,000, and, in excess of the greater of (i) $200,000,000 in the aggregate and each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount Agent), and integral multiples of $5,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date (i) not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) at least 90 days prior to the Revolving Commitment Termination Date and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that that: (1) no Default or Event of Default shall exist under the Loan Documents, and no Default or Event of Default (each as defined in the Existing Credit Agreement) shall exist under the Existing Credit Agreement, on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before the Administrative Agent shall have received certified copies of resolutions of the Board of Directors of the Borrower authorizing such Incremental Revolving Commitments and after giving effect related amendments to the making of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedLoan Documents; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); and (4) the representations and warranties contained in Article IV hereto shall be true and correct in all material respects as of such Increased Amount Date except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (it being understood that to the extent any such representation and warranty is already qualified by materiality or material adverse effect, such representation and warranty will be true and correct in all respects). On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the existing Lenders with Revolving Commitments shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the then-existing Revolving Commitments,

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time after the Restatement Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (ix) $200,000,000 500,000,000 in the aggregate and (y) $1,000,000,000 in the aggregate if, after giving pro forma effect to the incurrence of such Incremental Revolving Commitments and/or Incremental Term Loan Commitments, the Senior Secured Leverage Ratio would not exceed 2.00:1.00, and, in each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 500,000,000 or $1,000,000,000, as applicable, and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $10,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. | || On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans), as reasonably determined by the Administrative Agent, shall not be greater than the applicable interest rate (including the | || Applicable Margin and rate floor) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Tranche B Term Loans, plus 0.50% per annum unless (i) the interest rate with respect to the Tranche B Term Loans is increased so as to cause the then applicable interest rate under this Agreement on the Tranche B Term Loans to be not more than 0.50% less than the yield then applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche A Term Loans is increased by an amount equal to the amount of any increase in the interest rate for Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. The Borrower Representative Company may by written notice to the Administrative Syndication Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental "New Revolving Commitments”"), (B) prior to the Delayed Draw Term Loan Commitment Termination Date, an increase to the existing Delayed Draw Term Loan Commitments ("New Delayed Draw Term Loan Commitments") and/or (BC) the increase in or the establishment of one or more new term loan commitments (the “Incremental "New Term Loan Commitments”"), by an amount not in excess of the greater of (i) $200,000,000 300,000,000 in the aggregate and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Syndication Agent or such lesser amount that shall constitute the difference between $200,000,000 300,000,000 and all such Incremental previously issued New Revolving Commitments and Incremental Commitments, New Delayed Draw Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount New Term Loan Commitments), and integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “"Increased Amount Date”") on which the Borrower Representative Company proposes that the Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental the New Term Loan Commitments, as applicable, shall be effectiveeffective and that Loans be made pursuant to the New Term Loan Commitments ("New Term Loans"), which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental a "New Revolving Loan Lender” or “Incremental ", "New Delayed Draw Term Loan Lender”" or a "New Term Loan Lender", as applicable) to whom the Borrower Representative Company proposes any portion of such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations; provided that, any Lender -------- approached to provide all or a portion of the Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Commitment, New Delayed Draw Term Loan Commitment or an Incremental a New Term Loan Commitment, as applicable. Such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided -------- that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental New Term Loans, Loans each of the conditions set forth in Section 3.02 3.2 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower Holdings and its Subsidiaries shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) 6.6 or 6.7, as applicable, as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan CommitmentsCommitments and any Loans made on the Increased Amount Date, as applicable; (4) each increase in the Incremental Revolving Commitments, Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, to Syndication Agent and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender of which shall be subject to the requirements set forth inin Section 2.19(c); (5) Company shall make any payments required pursuant to Section 2.17(c) in connection with the provisions of the New Revolving Commitments or New Delayed Draw Term Loan Commitments, as applicable; (6) to the extent deemed necessary by Syndication Agent, in its sole discretion, provisions shall have been made to ensure that no less than 50% of the Revolving Commitments and Delayed Draw Term Loan Commitments, as applicable, remain funded through the Revolving Maturity Date and/or Delayed Draw Term Loan Maturity Date, as applicable, and (7) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Syndication Agent or Administrative Agent in connection with any such transaction. Each tranche of New Term Loans shall be, designated a separate series (a "Series") of New Term Loans for all purposes of this Agreement. On any Increased Amount Date on which New Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such New Revolving Commitments to the Revolving Commitments, (b) each New Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (a "New Revolving Loan") shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the Revolving Commitments and all matters relating thereto. On any Increased Amount Date on which New Delayed Draw Term Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Delayed Draw Term Loan Lenders shall assign to each of the New Delayed Draw Term Loan Lenders, and each of the New Delayed Draw Term Loan Lenders shall purchase from each of the Delayed Draw Term Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Delayed Draw Term Loan outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Delayed Draw Term Loan will be held by existing Delayed Draw Term Loan Lenders and New Delayed Draw Term Loan Lenders ratably in accordance with their Delayed Draw Term Loan Commitments after giving effect to the addition of such New Delayed Draw Term Loan Commitments to the Delayed Draw Term Loan Commitments, (b) each New Delayed Draw Term Loan Commitment shall be deemed for all purposes a Delayed Draw Term Loan Commitment and each Loan made thereunder (a "New Delayed Draw Term Loan") shall be deemed, for all purposes, a Delayed Draw Term Loan and (c) each New Delayed Draw Term Loan Lender shall become a Lender with respect to the Delayed Draw Term Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a New Term Loan to Company to the extent required to be made under such New Term Loan Commitment on such date, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of Company's notice of each Increased Amount Date and in respect thereof the New Revolving Commitments and the New Revolving Loan Lenders, the New Delayed Draw Term Loan Commitments and the New Delayed Draw Term Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and, (y) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender's Revolving Loans and (z) in the case of each notice to any Delayed Draw Term Loan Lender, the respective interests in such Delayed Draw Term Loan Lender's Delayed Draw Term Loans, in each case subject to the assignments contemplated by this section. The terms and provisions of the New Term Loans of any Series and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to Delayed Draw Term Loans; provided that, -------- in any event (i) the amortization of the New Term Loans shall occur no sooner than the proportional amortization of the Revolving Loans and the Delayed Draw Term Loans, (ii) the New Term Loan Maturity Date shall be no sooner than the final maturity of the Revolving Loans and the Delayed Draw Terms Loans, and (iii) the rate of interest applicable to New Term Loans of any Series shall be determined by Company and applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the applicable rate of -------- ------- interest for New Term Loans of any Series shall not be greater than the highest rate of interest applicable to any Revolving Loan or Delayed Draw Term Loan plus ---- 0.50% per annum or, if such rate of interest is determined by reference to a margin, such margin shall not be greater than 0.50% per annum higher than the highest margin possibly applicable to the Revolving Loans or the Delayed Draw Term Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Syndication Agent and the Administrative Agent, to effect the provision of this Section 2.2.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Maturity Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 Incremental Debt Cap in the aggregate and not less than $10,000,000 individually in the case of each such increase (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 the Incremental Debt Cap and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) , together with all Incremental Debt outstanding under Section 10.2.1(n)), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender or other Lender, Person that is an Eligible Assignee or other Person not then either a Lender or Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and any Lender or other Person approached to 84 provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or Term Loan Commitment; provided, further, that each Lender and other Person that 85 Borrower proposes to become an Incremental Term Loan Commitment, as applicableLender must be reasonably acceptable to Administrative Agent. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (h) has occurred or is continuing or would immediately result therefrom, and (B) otherwise, no Default or Event of Default shall exist on as of such Increased Amount Date before date, or after giving effect to immediately result from such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablefunding; and (2ii) both immediately before and after giving effect to the making of any Class of Incremental Term Loans, the representations and warranties of each Obligor in the Loan Documents (or, in the case of any Incremental Facility being requested in connection with a Permitted Acquisition, the conditions set forth Specified Representations and Acquisition Agreement Representations in Section 3.02 the Acquisition Agreement for such Permitted Acquisition) shall be satisfied or waivedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) (except for representations and warranties that expressly relate to an earlier date); (32) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 5.9; (3) Borrower shall make any payments required pursuant to Section 3.9 in connection with the Incremental Term Loan Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be, at the election of the Administrative Agent (in consultation with the Borrower), designated as either part of the same Class of any existing Term Loans or a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of ▇▇▇▇▇▇▇▇’s notice of each Increased Amount Date and in respect thereof the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as set forth herein or in the Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any other Class of Incremental Term Loans, (iii) the Weighted Average Yield applicable to the Incremental Term Loans of each Class shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Loan plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right 86 of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall the covenants 87 or other provisions applicable to any Incremental Term Loan be more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans unless (in each case, as certified by a Senior Officer of the Borrower in good faith) (A) the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms (which, for avoidance of doubt, may be provided to them without their consent), (B) subject to clauses (i) through (vi) in this paragraph, such terms concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) such terms apply only after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and

Incremental Facilities. The Borrower Representative Company may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Loan Commitments (any such increase, the “Incremental Revolving Commitments”"NEW REVOLVING LOAN COMMITMENTS") and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”"NEW TERM LOAN COMMITMENTS"), by an amount not in excess of the greater of (i) $200,000,000 25,000,000 in the aggregate and not less than $10,000,000 5,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 5,000,000 and all such Incremental New Revolving Loan Commitments and Incremental New Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $1,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”"INCREASED AMOUNT DATE") on which the Borrower Representative Company proposes that the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” a "NEW REVOLVING LOAN LENDER" or “Incremental Term Loan Lender”"NEW TERM LOAN LENDER", as applicable) to whom the Borrower Representative Company proposes any portion of such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations; provided that any Lender approached to provide all or a portion of the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Loan Commitment or an Incremental a New Term Loan Commitment, as applicable. Such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental Series of New Term Loans, each of the conditions set forth in Section 3.02 3.2 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower Company and its Subsidiaries shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) 6.8 as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable; (4) the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeCompany, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the Company shall make any payments in respect of breakage or non-commencement of an Interest Period required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; (6) the Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a "SERIES") of New Term Loans for all purposes of this Agreement; and (7) the Leverage Ratio on a pro forma basis as of the last day of the most recently ended Fiscal Quarter after giving effect to any Loans made pursuant to such New Revolving Loan Commitments on the Increased Amount Date or New Term Loan Commitments, as applicable and after giving effect to use of proceeds thereof, shall be the Leverage Ratio as set forth for such Fiscal Quarter in Section 6.8(b) minus 0.25. On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a "NEW REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to the Company (a "NEW TERM LOAN") in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of the Company's notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender's Revolving Loans, in each case subject to the assignments contemplated by this Section. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. In any event (i) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Tranche B Terms Loans, (ii) the applicable New Term Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Loans and the Tranche B Term Loans, (iii) the rate of interest applicable to the New Term Loans of each Series shall be determined by the Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate applicable to the New Term Loans shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Tranche B Term Loans plus 0.50% per annum unless the interest rate with respect to the Tranche B Term Loan is increased so as to equal the interest rate applicable to the New Term Loans and (iv) to the extent deemed necessary by Administrative Agent, in its sole discretion, provisions shall have been made to ensure that no less than 50% of the New Revolving Loan Commitments remain funded through the applicable New Term Loan Maturity Date. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provision of this Section 2.24.

Incremental Facilities. (a) The Spanish Borrower, Foreign Borrower Representative or the U.S. Borrower, as applicable, may by written notice to the Administrative Agent at any time after the Closing Date elect to request (Ai) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”), (ii) and/or (B) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Dollar Tranche B Term Loan Commitments (the “Incremental Dollar Tranche B Term Loan Commitments”) and/or (iii) the establishment of one or more new term loan commitments or an increase to the existing Euro Tranche B Term Loan Commitments (the “Incremental Euro Tranche B Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate Incremental Amount and not less than $10,000,000 25,000,000 (or €25,000,000 with respect to any drawing in Euro) individually (or such lesser amount which shall be approved by the Administrative Agent Agent), and integral multiples of $10,000,000 (or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, €10,000,000 with respect to any Incremental Revolving Commitments, assuming a borrowing drawing in Euro) in excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the applicable Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the such Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided, that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; provided, that in the case of Incremental Facilities being used to make a Limited Condition Acquisition, compliance with this clause (1) shall be determined as of the LCA Test Date and no Specified Event of Default shall exist at the time of consummation of such Limited Condition Acquisition; (2) both before and after giving effect to the making of any Series of Incremental Term Loans or Incremental Revolving Loans, each of the conditions set forth in Section 3.02 shall be satisfied satisfied; provided, that if the proceeds of such Incremental Term Loan or waivedIncremental Revolving Loan are being used to finance a Limited Condition Acquisition, then the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) and the representations and warranties contained in the agreement relating to the Limited Condition Acquisition as are material to the interests of the Agents and the Lenders shall be true and correct, but only to the extent that a Loan Party, or an Affiliate of a Loan Party, has the right to terminate its obligations under such agreement (or the right not to consummate the Limited Condition Acquisition under such agreement) as a result of the failure of such representations and warranties to be true and correct as of such date (except to the extent relating to an earlier date, in which case as of such earlier date); (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 no more than five (assuming for this purpose that such financial covenant is in effect5) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements incremental increases are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablepermitted; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction; (7) the applicable Borrower shall deliver or cause to be delivered the items set forth in Section 5.13(d) within the timeframes set forth therein and which shall be reasonably acceptable to the Collateral Agent and each Lender; and (8) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement, but at the option of the Borrowers, if permitted by applicable law, any Series of Incremental Term Loans may be fungible with, and constitute part of a Class of existing Term Loans or a prior Series of Incremental Term Loans. (b) On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (ii) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (iii) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the applicable Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the Incremental Tranche B Term Loans and Incremental Term Loan Commitments of any Series of Incremental Tranche B Term Loans shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Tranche B Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Tranche B Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans (provided, that in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future amortization payments shall be disregarded), (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Tranche B Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, that in connection with Incremental Tranche B Term Loans, the yield applicable to such Incremental Tranche B Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Tranche B Term Loans (and excluding for the avoidance of doubt, any underwriting or similar fees)), as reasonably determined by the Administrative Agent, shall not be greater than the applicable yield (including the Applicable Margin and rate floor and any original issue discount or fees payable in connection with the initial issuance of Tranche B Term Loans of the same currency (but excluding for the avoidance of doubt any underwriting or similar fees)) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Tranche B Term Loans, plus 0.50% per annum unless (A) the interest rate with respect to such Tranche B Term Loans of the same currency is increased so as to cause the then applicable interest rate under this Agreement on such Tranche B Term Loans to be not more than 0.50% less than the yield then applicable to the Incremental Tranche B Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Tranche B Term Loans) and (B) the interest rate with respect to Tranche B Term Loans in any other currency and Revolving Loans is increased by an amount equal to the amount of any increase in the interest rate for such Tranche B Term Loans pursuant to clause (A) (this proviso the “MFN Provision”). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.25, including without limitation at the option of the applicable Borrower, the applicable Borrower may, but shall not be required to, increase the Applicable Margin or amortization payments relating to any existing Term Loan to bring such Applicable Margin and/or amortization payments in line with the relevant Incremental Dollar Tranche B Term Loan Commitments or Incremental Euro Tranche B Term Loan Commitments to achieve fungibility with such existing Term Loan.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Maturity Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new incremental term loan commitments Commitments (the “"Incremental Term Loan Commitments”"), by an amount not in excess of the greater of (i) $200,000,000 Incremental Debt Cap in the aggregate and not less than $10,000,000 individually in the case of each such increase (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 the Incremental Debt Cap and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) , together with all Incremental Debt outstanding under Section 10.2.1(n)), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “"Increased Amount Date”") on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender or other Lender, Person that is an Eligible Assignee or other Person not then either a Lender or Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “"Incremental Term Loan Lender”, as applicable") to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or Term Loan Commitment; provided, further, that each Lender and other Person that Borrower proposes to become an Incremental Term Loan Commitment, as applicableLender must be reasonably acceptable to Administrative Agent. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (h) has occurred or is continuing or would immediately result therefrom, and (B) otherwise, no Default or Event of Default shall exist on as of such Increased Amount Date before date, or after giving effect to immediately result from such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablefunding; and (2ii) both immediately before and after giving effect to the making of any Class of Incremental Term Loans, the representations and warranties of each Obligor in the Loan Documents (or, in the case of any Incremental Facility being requested in connection with a Permitted Acquisition, the conditions set forth Specified Representations and Acquisition Agreement Representations in Section 3.02 the Acquisition Agreement for such Permitted Acquisition) shall be satisfied or waivedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) (except for representations and warranties that expressly relate to an earlier date); (32) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 5.9; (3) Borrower shall make any payments required pursuant to Section 3.9 in connection with the Incremental Term Loan Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to Borrower (an "Incremental Term Loan") in an amount equal to its Incremental Term Loan Commitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower's notice of each Increased Amount Date and in respect thereof the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as set forth herein or in the Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any other Class of Incremental Term Loans, (iii) the Weighted Average Yield applicable to the Incremental Term Loans of each Class shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Loan plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall the covenants or other provisions applicable to any Incremental Term Loan be more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans (or the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms, which, for avoidance of doubt, may be provided to them without their consent), in each case, as certified by a Senior Officer of the Borrower in good faith, (B) concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) apply after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the repayment in full of the Initial Term Loans and any other Incremental Term Loans, unless accompanied by at least a ratable payment of the Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.4.

Incremental Facilities. (a) The Foreign Borrower Representative or the U.S. Borrower may by written notice to the Administrative Agent at any time after the Closing Date elect to request (Ai) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (Bii) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Term Loan Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate Incremental Amount and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount Agent), and integral multiples of $10,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the applicable Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, or with respect to the Incremental Dollar Tranche A Term Loans, 3 Business Days, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the such Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided, that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of Incremental Term Loans or Incremental Revolving Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower Parent shall be in pro forma compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicableapplicable (assuming that (x) any such Incremental Revolving Commitments are fully drawn and (y) the proceeds of such Incremental Revolving Commitments or Incremental Term Loan Commitments are not included as unrestricted cash in the definition of “Consolidated Net Total Debt”); (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction; (7) the applicable Borrower shall deliver or cause to be delivered the items set forth in Section 5.13(d) within the timeframes set forth therein and which shall be reasonably acceptable to the Collateral Agent and each Lender; and (8) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement, but at the option of the Borrowers, if permitted by applicable law, any Series of Incremental Term Loans may be fungible with, and constitute part of a Class of existing Term Loans or a prior Series of Incremental Term Loans. Notwithstanding any provision to the contrary, Incremental Dollar Tranche A Term Loans (v) may only be incurred on or prior to February 28, 2017, (w) may not be incurred in an amount greater than $175,000,000, (x) may only be incurred if such Incremental Dollar Tranche A Term Loans are fungible with and constitute part of the same Class of existing Dollar Tranche A Term Loans funded on the Closing Date, (y) must be denominated in Dollars and (z) must be borrowed by the Foreign Borrower. (b) On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (ii) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (iii) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the applicable Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the Incremental Tranche B Term Loans and Incremental Term Loan Commitments of any Series of Incremental Tranche B Term Loans shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Dollar Tranche A Term Loans and Incremental Term Loan Commitments of Incremental Dollar Tranche A Term Loans shall be identical to the Dollar Tranche A Term Loans funded on the Closing Date. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Tranche B Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Tranche B Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans (provided, that in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future amortization payments shall be disregarded), (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Tranche B Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that in connection with Incremental Tranche B Term Loans, the yield applicable to such Incremental Tranche B Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Tranche B Term Loans (and excluding for the avoidance of doubt, any underwriting or similar fees)), as reasonably determined by the Administrative Agent, shall not be greater than the applicable yield (including the Applicable Margin and rate floor and any original issue discount or fees payable in connection with the initial issuance of Tranche B Term Loans of the same currency (but excluding for the avoidance of doubt any underwriting or similar fees)) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Tranche B Term Loans, plus 0.50% per annum unless (A) the interest rate with respect to such Tranche B Term Loans of the same currency is increased so as to cause the then applicable interest rate under this Agreement on such Tranche B Term Loans to be not more than 0.50% less than the yield then applicable to the Incremental Tranche B Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Tranche B Term Loans) and (B) the interest rate with respect to Tranche B Term Loans in any other currency, Tranche A Term Loans and Revolving Loans is increased by an amount equal to the amount of any increase in the interest rate for such Tranche B Term Loans pursuant to clause (A). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.25.

Incremental Facilities. The Borrower Representative Company may by written notice to the Administrative Syndication Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental "New Revolving Commitments”"), (B) prior to the Delayed Draw Term Loan Commitment Termination Date, an increase to the existing Delayed Draw Term Loan Commitments ("New Delayed Draw Term Loan Commitments") and/or (BC) the increase in or the establishment of one or more new term loan commitments (the “Incremental "New Term Loan Commitments”"), by an amount not in excess of the greater of (i) $200,000,000 300,000,000 in the aggregate and not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Syndication Agent or such lesser amount that shall constitute the difference between $200,000,000 300,000,000 and all such Incremental previously issued New Revolving Commitments and Incremental Commitments, New Delayed Draw Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount New Term Loan Commitments), and integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “"Increased Amount Date”") on which the Borrower Representative Company proposes that the Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental the New Term Loan Commitments, as applicable, shall be effectiveeffective and that Loans be made pursuant to the New Term Loan Commitments ("New Term Loans"), which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental a "New Revolving Loan Lender” or “Incremental ", "New Delayed Draw Term Loan Lender”" or a "New Term Loan Lender", as applicable) to whom the Borrower Representative Company proposes any portion of such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations; provided that, any Lender -------- approached to provide all or a portion of the Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Commitment, New Delayed Draw Term Loan Commitment or an Incremental a New Term Loan Commitment, as applicable. Such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided -------- that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental New Revolving Commitments, New Delayed Draw Term Loan Commitments or Incremental New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental New Term Loans, Loans each of the conditions set forth in Section 3.02 3.2 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth insatisfied;

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Maturity Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 Incremental Debt Cap in the aggregate and not less than $10,000,000 individually in the case of each such increase (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 the Incremental Debt Cap and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) , together with all Incremental Debt outstanding under Section 10.2.1(n)), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender or other Lender, Person that is an Eligible Assignee or other Person not then either a Lender or Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or Term Loan Commitment; provided, further, that each Lender and other Person that Borrower proposes to become an Incremental Term Loan Commitment, as applicableLender must be reasonably acceptable to Administrative Agent. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (h) has occurred or is continuing or would immediately result therefrom, and (B) otherwise, no Default or Event of Default shall exist on as of such Increased Amount Date before date, or after giving effect to immediately US-DOCS\144726423.10 result from such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablefunding; and (2ii) both immediately before and after giving effect to the making of any Class of Incremental Term Loans, the representations and warranties of each Obligor in the Loan Documents (or, in the case of any Incremental Facility being requested in connection with a Permitted Acquisition, the conditions set forth Specified Representations and Acquisition Agreement Representations in Section 3.02 the Acquisition Agreement for such Permitted Acquisition) shall be satisfied or waivedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) (except for representations and warranties that expressly relate to an earlier date); (32) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 5.9; (3) Borrower shall make any payments required pursuant to Section 3.9 in connection with the Incremental Term Loan Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be, at the election of the Administrative Agent (in consultation with the Borrower), designated as either part of the same Class of any existing Term Loans or a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of ▇▇▇▇▇▇▇▇’s notice of each Increased Amount Date and in respect thereof the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as set forth herein or in the Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any other Class of Incremental Term Loans, (iii) the Weighted Average Yield applicable to the Incremental Term Loans of each Class shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Loan plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall the covenants or other provisions applicable to any Incremental Term Loan be more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans unless (in each case, as certified by a Senior Officer of the Borrower in good faith) (A) the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms (which, for avoidance of doubt, may be provided to them without their consent), (B) subject to clauses (i) through (vi) in this paragraph, such terms concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) such terms apply only after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term US-DOCS\144726423.10 Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the repayment in full of the Initial Term Loans and any other Incremental Term Loans, unless accompanied by at least a ratable payment of the Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.4.

Incremental Facilities. (a) The Borrower Representative may may, on one or more occasions after the Closing Date and prior to the Maturity Date, by written notice to the Administrative Agent Agent, elect to request (A) prior to the Revolving Commitment Termination Date, an increase to in the (x) existing Revolving Commitments Term Loans of any Class (any such increasethe commitments thereto, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”) and/or (y) existing Revolving Commitments of any Class (“Incremental Revolving Credit Commitments” and, together with the Incremental Term Loan Commitments, the “Incremental Loan Commitments”), (each increase that satisfies the terms and conditions of this Section 2.18, an “Approved Increase”), by an amount aggregate amount, for all such increases under this Section 2.18, that does not in excess of exceed the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which Maximum Incremental Facilities Amount. Such Approved Increase shall be approved in a minimum principal amount of $5,000,000 unless otherwise agreed by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateAgent. Each such notice shall specify (Ai) the date (eachamount of the proposed increase, an “Increased Amount Date”) on which if any, to the Borrower Representative proposes that the Incremental existing Revolving Commitments or Incremental Term Loan CommitmentsLoans, as applicable, shall be effective, which shall be a date not less than ten (10ii) Business Days after the date on which such notice is delivered to increase shall become effective (the Administrative Agent “Increase Effective Date”), and (Biii) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) Transferee to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and allocations, which Lender or other Eligible Transferee shall reasonably acceptable to the Agent; provided that any Lender or other Eligible Transferee approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, may elect or decline, in its sole discretion, to provide an such Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental , and the Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan CommitmentsTerms Loans, as applicable; (2) both before and after giving effect , shall only be increased to the making extent of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall agreed to be effected pursuant provided by Lenders or Eligible Transferees. Any Eligible Transferee who agrees to one or more Joinder Agreements executed and delivered by the Borrower Representative, the provide such Incremental Revolving Loan Lender Commitment or Incremental Term Loan Commitment shall execute a joinder agreement to which such Eligible Transferee and the Agent (whose consent thereto shall not be unreasonably withheld or delayed) are party (the “Increase Joinder”). If such proposed ▇▇▇▇▇▇ agrees to execute an Increase Joinder in connection with an Approved Increase, such Increase Joinder may, without the consent of any other Lender, as applicable, effect such amendments to this Agreement and the Administrative other Loan Documents as may be necessary or appropriate, in the opinion of the Agent, to effect the provisions of this Section 2.18. Unless otherwise specifically provided herein, all references in this Agreement and each of which any other Loan Document to Loans shall be recorded in deemed, unless the Revolving Commitment Register or the Term Loan Registercontext otherwise requires, as applicable, and each to include Incremental Revolving Loan Lender Commitments and Incremental Term Loan Lender Commitments made pursuant to this Section 2.18. (b) The Incremental Loan Commitments with respect to an Approved Increase shall become effective as of such Increase Effective Date; provided that, subject to Section 1.7, each of the conditions set forth in Section 3.2 shall be satisfied (or waived) prior to the effectiveness of such Incremental Revolving Credit Commitments or the funding of the relevant Incremental Term Loan Commitments; provided, further, that, with respect to any Incremental Term Loan Commitment incurred for the primary purpose of financing a Limited Condition Acquisition (“Acquisition-Related Incremental Commitments”), the condition set forth in Section 3.2(a) shall be deemed to have been satisfied so long as, as of the date of the initial borrowing pursuant to such Acquisition-Related Incremental Commitment, the Specified Representations shall be true and correct in all material respects (or in all respects if qualified by materiality) immediately prior to, and immediately after giving effect to, the initial borrowing pursuant to such Acquisition-Related Incremental Commitment. (c) The terms and provisions of Loans made pursuant to an Approved Increase shall be identical to the terms and provisions applicable to the relevant Class of Loans and/or Commitments subject to such Approved Increase immediately prior to such Increase Effective Date (other than, for the requirements set forth inavoidance of doubt, differences in upfront fees). (d) With respect to any Incremental Revolving Commitments, to the extent any Advances or Letters of Credit of the relevant Class subject to such Approved Increase are outstanding on the Increase Effective Date, each of the Lenders of such Class having a Revolving Commitment of such Class prior to the Increase Effective Date (the “Revolving Pre-Increase Lenders”) shall assign to any Lender of such Class which is acquiring an Incremental Revolving Commitment on the Increase Effective Date (the “Revolving Post-Increase Lenders”), and such Revolving Post-Increase Lenders shall purchase from each Revolver Pre-Increase Lender, at the principal amount thereof, such interests in the Advances and participation interests in Letters of Credit on such Increase Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Advances and participation interests in Letters of Credit will be held by Revolving Pre-Increase Lenders and Revolving Post-Increase Lenders ratably in accordance with their Pro Rata Share of such Class after giving effect to such Incremental Revolving Commitments. (e) The Incremental Loan Commitments and loans made pursuant thereto, 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 Loan Documents.

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit J or in such other form reasonably acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments by an amount not in excess of $150,000,000 (any such increase, the “Incremental Revolving Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (Bii) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 50,000,00075,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment (and any Lender may require additional time to review such Commitment Amount Increase Request as needed to determine whether to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable). Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement unless such Incremental Revolving Commitments or Incremental Term Loan Commitments, Loans are being effected as applicable; (2) both before and after giving effect an increase to the making of any Incremental existing Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in.

Incremental Facilities. The Borrower Representative (a) Company may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Additional Revolving Commitments”) and/or (B) prior to the increase in or Term Loan Maturity Date the establishment of one or more new term loan commitments (the “Incremental Additional Term Loan Commitments”), by in an amount amount, with respect to clauses (A) and (B) collectively, not in excess of the greater of (i) $200,000,000 Maximum Incremental Facilities Amount in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 Maximum Incremental Facilities Amount and all such Incremental Revolving Additional Term Loan Commitments and Incremental Term Loan Additional Revolving Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $10,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative Company proposes that the Incremental Revolving Additional Term Loan Commitments or Incremental Term Loan Additional Revolving Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Additional Term Loan Lender” or “Incremental Term Loan Additional Revolving Lender”, as applicable) to whom the Borrower Representative Company proposes any portion of such Incremental Revolving Additional Term Loan Commitments or Incremental Term Loan Additional Revolving Commitments, as applicable, be allocated and the amounts of such allocations and allocations; provided that any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Additional Term Loan Commitments or Additional Revolving Commitments, as applicable, may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicablesuch commitment. Such Incremental Revolving Commitments or Incremental Additional Term Loan Commitments or Additional Revolving Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Additional Term Loan Commitments or Incremental Term Loan Additional Revolving Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental Additional Revolving Loan or Series of Additional Term Loans, each of the conditions set forth in Section 3.02 3.2 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower with respect to any request for Additional Term Loan Commitments or Additional Revolving Commitments, as applicable, Company and its Restricted Subsidiaries shall be in compliance with the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) 6.7 as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), (after giving effect to such Incremental all Additional Term Loan Commitments and Additional Revolving Commitments or Incremental Term Loan Commitments, as applicablerequested at such time); (4) the Incremental Revolving Additional Term Loan Commitments or Incremental Term Loan Additional Revolving Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving relevant Additional Term Loan Lender or Incremental Term Loan and/or Additional Revolving Lender, as applicable, each Credit Party and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Sections 2.20(e) and (g); (5) Company shall make any payments required pursuant to Section 2.18(c) in connection with the Additional Term Loan Commitments or Additional Revolving Commitments, as applicable; and (6) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any Additional Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Additional Term Loans, for all purposes of this Agreement. (b) On any Increased Amount Date on which any Additional Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Additional Term Loan Lender of any Series shall make a Loan to Company (an “Additional Term Loan”) in an amount equal to its Additional Term Loan Commitment of such Series, and (ii) each Additional Term Loan Lender of any Series shall become a Lender hereunder with respect to the Additional Term Loan Commitment of such Series and the Additional Term Loans of such Series made pursuant thereto. (c) On any Increased Amount Date on which Additional Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Revolving Lenders shall assign to each of the Additional Revolving Lenders, and each of the Additional Revolving Lenders shall purchase from each of the Revolving Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by the existing Revolving Lenders and Additional Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Additional Revolving Commitments to the Revolving Commitments, (ii) each Additional Revolving Commitment shall be deemed for all purposes a Revolving Commitment and each Loan made thereunder (an “Additional Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (iii) each Additional Revolving Lender shall become a Lender with respect to the Additional Revolving Commitment and all matters relating thereto. (d) Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof (i) the Additional Revolving Commitments and Additional Revolving Lenders, the Series of Additional Term Loan Commitments and the Additional Term Loan Lenders of such Series, as applicable, and (ii) in the case of each notice to any Revolving Lender, the respective interests in such Revolving Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. (e) The terms and provisions of the Additional Term Loans and Additional Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, substantially consistent with the Term Loans and Term Loan Commitments. In any event (i) the Weighted Average Life to Maturity of all Additional Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of Term Loans, (ii) the applicable Additional Term Loan Maturity Date of each Series shall be no shorter than the Latest Maturity Date of the Term Loans (as determined on the date of incurrence of such Additional Term Loans) and (iii) the rate of interest applicable to the Additional Term Loans of each Series shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided that the interest rate margin (which shall be deemed to include all upfront fees or original issue discount (“OID”) (other than customary underwriting or arranger fees, and with respect to OID and upfront fees, determined based on an assumed four year life to maturity) or interest rate “floors” payable to all Additional Term Loan Lenders) in respect of any Additional Term Loan shall be the same as that applicable to the Term Loans, except that the interest rate margin (determined as above) in respect of any Additional Term Loan may exceed the interest rate margin (determined as above) for the Term Loans, respectively, by no more than 50 basis points, or if it does so exceed, such interest rate margin (determined as above) of the Term Loans shall be increased so that the interest rate margin (determined as above) in respect of such Additional Term Loans, is no more than 50 basis points higher than the interest rate margin (determined as above) of the Term Loans. The terms and provisions of the Additional Revolving Commitments and Additional Revolving Loans shall be the same (except for fees) with the Revolving Commitments and Revolving Loans, except as otherwise set forth herein or in the Joinder Agreement (it being acknowledged that Additional Revolving Commitments may be documented as an increase of the Revolving Commitments or as a separate Class of revolving commitments). Each Joinder Agreement may, without consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent, to effect the provision of this Section 2.24.

Incremental Facilities. (%3) The Borrower Representative Company may on one or more occasions, by written notice to the Administrative Agent elect to Agent, request (Ai) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and and/or (ii) up to an additional amount the establishment of Incremental Term Loans or increases to Commitments, provided that the aggregate amount of all the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments established hereunder shall not exceed $50,000,000 in the aggregate500,000,000. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative Company proposes that the Incremental Revolving Commitments or the Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 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 identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations and any Lender approached to provide all or a portion amount of the Incremental Revolving Commitments or Incremental Term Loan Commitments Commitments, as applicable, being requested (it being agreed that (x) any Lender approached to provide any Incremental Revolving Commitment or Incremental [[NYCORP:3493733v14:3138D: 11/19/2014--06:51 PM]] Term Commitment may elect or decline, in its sole discretion, to provide an such Incremental Revolving Commitment or Incremental Term Commitment and (y) any Person that the Company proposes to become an Incremental Term Loan CommitmentLender, as applicable. Such 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 Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental Term LoansLender, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are availableIssuing Bank), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Maturity Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 Incremental Debt Cap in the aggregate and not less than $10,000,000 individually in the case of each such increase (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 the Incremental Debt Cap and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) , together with all Incremental Debt outstanding under Section 10.2.1(n)), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender or other Lender, Person that is an Eligible Assignee or other Person not then either a Lender or Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or Term Loan Commitment; provided, further, that each Lender and other Person that Borrower proposes to become an Incremental Term Loan Commitment, as applicableLender must be reasonably acceptable to Administrative Agent. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (h) has occurred or is continuing or would immediately result therefrom, and (B) otherwise, no Default or Event of Default shall exist on as of such Increased Amount Date before date, or after giving effect to immediately result from such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablefunding; and (2ii) both immediately before and after giving effect to the making of any Class of Incremental Term Loans, the representations and warranties of each Obligor in the Loan Documents (or, in the case of any Incremental Facility being requested in connection with a Permitted Acquisition, the conditions set forth Specified Representations and Acquisition Agreement Representations in Section 3.02 the Acquisition Agreement for such Permitted Acquisition) shall be satisfied or waivedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) (except for representations and warranties that expressly relate to an earlier date); (32) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 5.9; (3) Borrower shall make any payments required pursuant to Section 3.9 in connection with the Incremental Term Loan Commitments; and

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit J or in such other form reasonably acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments by an amount not in excess of $150,000,000 (any such increase, the “Incremental Revolving Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (Bii) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 75,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by 5,000,000 individually. As of the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and Second Amendment Effective Date, all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatehave been fully utilized. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment (and any Lender may require additional time to review such Commitment Amount Increase Request as needed to determine whether to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable). Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement unless such Incremental Revolving Commitments or Incremental Term Loan Commitments, Loans are being effected as applicable; (2) both before and after giving effect an increase to the making of any Incremental existing Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in.

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day after the Initial Closing Date and prior to the date that is six (6) months prior to the Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit J or in such other form reasonably acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments by an amount not in excess of $150,000,000 (any such increase, the “Incremental Revolving Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (Bii) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 100,000,000 in the aggregate so that the aggregate Term Loans are not in excess of $390,000,000 and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment (and any Lender may require additional time to review such Commitment Amount Increase Request as needed to determine whether to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable). Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement unless such Incremental Revolving Commitments or Incremental Term Loan Commitments, Loans are being effected as applicable; (2) both before and after giving effect an increase to the making of any Incremental existing Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in.

Incremental Facilities. The (a) Either Borrower Representative may by written notice to the Administrative Agent at any time after the Restatement Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 600,000,000 in the aggregate and and, in each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount Agent), and integral multiples of $10,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the applicable Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the such Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Series of Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower Parent shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicableapplicable and the Parent’s Senior Secured Leverage Ratio as of such day, shall not be greater than 3.50:1.00; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) the applicable Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the Incremental Revolving Commitments; (6) the applicable Borrower shall deliver or cause to be delivered any legal opinions or other documents (including modifications of Mortgages and title insurance endorsements or policies) as reasonably requested by the Administrative Agent in connection with any such transaction and (7) the applicable Borrower shall have paid all fees and expenses owing to the Agents and the Lenders in respect of such Incremental Revolving Commitments or Incremental Term Loan Commitments. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. (c) On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to the Borrowers (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. (d) The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (y) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Terms Loans (provided that, in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future amortization payments shall be disregarded), (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans (and excluding for the avoidance of doubt, any underwriting or similar fees), as reasonably determined by the Administrative Agent, shall not be greater than the applicable yield (including the Applicable Margin and rate floor and any original issue discount or fees payable in connection with the initial issuance of such Tranche B Term Loans of the same currency (but excluding for the avoidance of doubt any underwriting or similar fees)) payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Tranche B Term Loans, plus 0.50% per annum unless (i) the interest rate with respect to such Tranche B Term Loans of the same currency is increased so as to cause the then applicable interest rate under this Agreement on such Tranche B Term Loans to be not more than 0.50% less than the yield then applicable to the Incremental Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Term Loans) and (ii) the interest rate with respect to Tranche B Term Loans in any other currency, to Tranche A Term Loans and all Revolving Loans is increased by an amount equal to the amount of any increase in the interest rate for such Tranche B Term Loans pursuant to clause (i). Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.26.

Incremental Facilities. (i) The Borrower Representative may by written notice to the Administrative Agent elect to request the establishment of one or more new Term Loan commitments (Athe “New Term Loan Commitments”) and/or (prior to the Revolving Commitment Termination Date), an increase to the existing Revolving Commitments Loan Commitment (any such increase, the “Incremental New Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”); provided that, by the aggregate amount of all such New Term Loan Commitments and New Revolving Loan Commitments shall not exceed $125,000,000. Any such increased commitment or new loan shall be in an amount not in excess of the greater of (i) $200,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount and integral multiples of $5,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 15 Business Days after the date on which such notice is delivered to the Administrative Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee reasonably acceptable to the Agent (each, an a “Incremental New Revolving Loan Lender” or “Incremental New Term Loan Lender”, ,” as applicable) to whom the Borrower Representative proposes any portion of such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Agent (and/or its Affiliates) may elect or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Loan Commitment or an Incremental a New Term Loan Commitment, as applicable. Such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or and after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable; (2) both before and after giving effect to such New Revolving Loan Commitments or to the making of any Incremental New Term Loans, each of the conditions set forth in Section 3.02 7.2 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), both immediately before and after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan CommitmentsLoans on a Pro Forma Basis, as applicableHoldings, the Borrower and their respective Subsidiaries shall be in pro forma compliance with the financial covenants set forth in Section 4; (4) the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental New Revolving Loan Lender or Incremental New Term Loan Lender, as applicable, and the Administrative Agent, and each of which Joinder Agreements shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental New Revolving Loan Lender and Incremental or New Term Loan Lender shall be subject to the requirements set forth inin Sections 1.9(c) and (d); (5) the Borrower shall pay any LIBOR Breakage Fee payable in connection with the New Revolving Loan Commitments, as applicable; and (6) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Agent in connection with any such transaction. Any New Term Loans made on an Increased Amount Date may be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (ii) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the terms and conditions set forth in the foregoing clause (i), (A) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (B) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (C) each New Revolving Loan Lender shall become a Lender with respect to the Revolving Loan Commitment and all matters relating thereto. (iii) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (A) each New Term Lender of any Series shall make a Loan to the Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (B) each New Term Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (iv) The Agent shall notify Lenders promptly upon receipt of the Borrower’s notice of each Increased Amount Date and in respect thereof (A) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Lenders of such Series, as applicable, and (B) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans subject to the assignments contemplated by clause (ii) of this Section 1.1(e). (v) The pricing, maturity and all other terms and provisions of the New Revolving Commitments and New Revolving Loans shall be the same as the Revolving Loans. The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, substantially the same as the Initial Term Loan. In any event (A) the weighted average life to maturity of all New Term Loans of any Series shall be no shorter than the weighted average life to maturity of the Initial Term Loans; (B) the maturity date for the New Term Loan of any Series shall be no earlier than the final maturity of the Initial Term Loans; and (C) the yield applicable to the New Term Loans of each Series shall be determined by the Borrower and the applicable New Term Lenders and shall be set forth in each applicable Joinder Agreement. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be reasonably necessary, in the opinion of Agent to effect the provisions of this Section 1.1(e); provided that any amendments to Section 6.5 made in connection with this Section 1.1(e) shall also comply with Section 9.2.

Incremental Facilities. (a) The Spanish Borrower, Foreign Borrower Representative or the U.S. Borrower, as applicable, may by written notice to the Administrative Agent at any time after the Closing Date elect to request (Ai) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”), (ii) and/or (B) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Dollar Tranche B Term Loan Commitments (the “Incremental Dollar Tranche B Term Loan Commitments”) and/or (iii) the establishment of one or more new term loan commitments or an increase to the existing Euro Tranche B Term Loan Commitments (the “Incremental Euro Tranche B Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 in the aggregate Incremental Amount and not less than $10,000,000 25,000,000 (or €25,000,000 with respect to any drawing in Euro) individually (or such lesser amount which shall be approved by the Administrative Agent Agent), and integral multiples of $10,000,000 (or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, €10,000,000 with respect to any Incremental Revolving Commitments, assuming a borrowing drawing in Euro) in excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the applicable Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent Agent, and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the such Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided, that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental 103 (b) On any Increased Amount Date on which Incremental Revolving Commitments or are effected, subject to the satisfaction of the foregoing terms and conditions, (i) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued 104 (c) On any Increased Amount Date on which any Incremental Term Loan Commitments may elect or declineof any Series are effective, in its sole discretionsubject to the satisfaction of the foregoing terms and conditions, to provide an Incremental Revolving Commitment or an (i) each Incremental Term Loan Commitment, as applicable. Such Lender of any Series shall make a Loan to the applicable Borrower (an “Incremental Revolving Commitments or Term Loan”) in an amount equal to its Incremental Term Loan Commitments Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become effective as a Lender hereunder with respect to the Incremental Term Loan Commitment of such Increased Amount Date; provided that Series and the Incremental Term Loans of such Series made pursuant thereto. (1d) no Default or Event The Administrative Agent shall notify the Lenders promptly upon receipt of Default shall exist on such the Borrower Representative’s notice of each Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; and in respect thereof (2) both before and after giving effect to the making of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4y) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender Lenders or the Series of Incremental Term Loan LenderCommitments and the Incremental Term Loan Lenders of such Series, as applicableapplicable and (z) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such ▇▇▇▇▇▇’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the Incremental Tranche B Term Loans and Incremental Term Loan Commitments of any Series of Incremental Tranche B Term Loans shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Tranche B Term Loans of the same Class. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Tranche B Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Tranche B Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans (provided, that in calculating the Weighted Average Life to Maturity, the effect of application of prepayments to future amortization payments shall be disregarded), (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, and (iii) the yield and all other terms applicable to the Incremental Tranche B Term Loans of each Series shall be determined by the Borrower Representative and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, that in connection with Incremental Tranche B Term Loans, the yield applicable to such Incremental Tranche B Term Loans (after giving effect to all rate floors and all fees or original issue discount payable with respect to such Incremental Tranche B Term Loans (and excluding for the avoidance of doubt, any underwriting or similar fees)), as reasonably determined by the Administrative Agent, shall not be greater than the applicable yield (including the Applicable Margin and each of which shall be recorded rate floor and any original issue discount or fees payable in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in105

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Scheduled Termination Date or the Term Loan Termination Date, as applicable, by written notice to the Administrative Agent elect in the form attached hereto as Exhibit H or in such other form acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments (any such increase, the “Incremental Revolving Credit Commitments”) and/or (Bii) the increase in or the establishment of one or more new term loan commitments (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 150,000,000 in the aggregate so that the aggregate Commitments are not in excess of $500,000,000650,000,000 and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or shall be designated a separate series (each, a “Series”) of Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making Loans for all purposes of any Incremental Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inAgreement.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an aggregate amount not to exceed $1,500,000,000, and, in excess of the greater of (i) $200,000,000 in the aggregate and each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount Agent), and integral multiples of $10,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date (i) not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) at least 90 days prior to the Revolving Commitment Termination Date and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that that: (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making Administrative Agent shall have received certified copies of any Incremental Term Loans, each resolutions of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as Board of Directors of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to applicable Borrower authorizing such Incremental Revolving Commitments or and/or Incremental Term Loan Commitments, as applicable, and related amendments to the Loan Documents; (43) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); and (4) the representations and warranties contained in Article IV hereto shall be true and correct in all material respects as of such Increased Amount Date except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct US-DOCS\106883637.15 in all material respects as of such earlier date (it being understood that to the extent any such representation and warranty is already qualified by materiality or material adverse effect, such representation and warranty will be true and correct in all respects); provided that, to the extent the proceeds of any Incremental Term Loans are being used to finance an investment or acquisition permitted hereunder, with the consent of the Borrower Representative and the applicable Incremental Term Loan Lender(s), clause (1) above shall be limited to the absence of the existence of any Default or Event of Default under Sections 8.01(a) or (e) and clause (4) above shall be limited to customary “specified representations” and those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such investment or acquisition that are material to the interests of the applicable Incremental Term Loan Lenders and only to the extent that the Borrower Representative or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. In addition, each Revolving Lender agrees that the Administrative Agent may (subject to the consent of the Borrower Representative) take such additional actions as it deems reasonably necessary to effect the foregoing and such other adjustments to ensure that the U.S. Revolving Exposure, European Revolving Exposure, Canadian Revolving Exposure or Hong Kong Revolving Exposure, as applicable, is allocated ratably in accordance with the applicable Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to, as applicable, the U.S. Borrower or European Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (x) the Incremental US-DOCS\106883637.15 Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (y) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein, identical to the Tranche A Dollar Term Loans or Tranche A Euro Term Loans, as applicable. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Tranche A Term Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the applicable Tranche A Term Loans, and (iii) the pricing, yield, maturity and amortization (subject to the preceding clauses (i) and (ii)) applicable to the Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable Incremental Term Loan Lenders and shall be set forth in each applicable Joinder Agreement. Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. The 1. . Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Maturity Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 Incremental Debt Cap in the aggregate and not less than $10,000,000 individually in the case of each such increase (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 the Incremental Debt Cap and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) , together with all Incremental Debt outstanding under Section 10.2.1(n)), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender or other Lender, Person that is an Eligible Assignee or other Person not then either a Lender or Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or Term Loan Commitment; provided, further, that each Lender and other Person that Borrower proposes to become an Incremental Term Loan Commitment, as applicableLender must be reasonably acceptable to Administrative Agent. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (h) has occurred or is continuing or would immediately result therefrom, and (B) otherwise, no Default or Event of Default shall exist on as of such Increased Amount Date before date, or after giving effect to immediately result from such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablefunding; and (2ii) both immediately before and after giving effect to the making of any Class of Incremental Term Loans, the representations and warranties of each Obligor in the Loan Documents (or, in the case of any Incremental Facility being requested in connection with a Permitted Acquisition, the conditions set forth Specified Representations and Acquisition Agreement Representations in Section 3.02 the Acquisition Agreement for such Permitted Acquisition) shall be satisfied or waivedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) (except for representations and warranties that expressly relate to an earlier date); (32) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 5.9; (3) Borrower shall make any payments required pursuant to Section 3.9 in connection with the Incremental Term Loan Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions, mortgage modifications or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as set forth herein or in the Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any other Class of Incremental Term Loans, (iii) the Weighted Average Yield applicable to the Incremental Term Loans of each Class shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Loan plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall the covenants or other provisions applicable to any Incremental Term Loan be more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans (or the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms, which, for avoidance of doubt, may be provided to them without their consent), in each case, as certified by a Senior Officer of the Borrower in good faith, (B) concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) apply after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the repayment in full of the Initial Term Loans and any other Incremental Term Loans, unless accompanied by at least a ratable payment of the Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.4.

Incremental Facilities. The Borrower Representative may request, from time to time, on any Business Day prior to the date that is six (6) months prior to the Revolving Credit Termination Date by written notice to the Administrative Agent elect in the form attached hereto as Exhibit J or in such other form reasonably acceptable to request the Administrative Agent (Aa “Commitment Amount Increase Request”) at least five (5) Business Days prior to the Revolving desired effective date of such increase (the “Commitment Termination Date, Amount Increase”) (i) an increase to the then existing Revolving Credit Commitments by an amount not in excess of $150,000,000 (any such increase, the “Incremental Revolving Credit Commitments”) so that the aggregate Revolving Credit Commitments are not in excess of $300,000,000 and not less than $5,000,000 individually and/or (Bii) the increase in or the establishment of one or more new term loan commitments or an increase to the existing Term Loans (any such increase, the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregate5,000,000 individually. Each such notice Commitment Amount Increase Request shall specify identify (Ax) the date Business Day (each, each an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten (10) Business Days after the date on which such notice is delivered to the Administrative Agent and (By) the identity of each Lender Lender, or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or an “Incremental Term Loan Lender”, as applicable) ), to whom the Borrower Representative proposes any portion of such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts amount of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Credit Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Credit Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment (and any Lender may require additional time to review such Commitment Amount Increase Request as needed to determine whether to provide an Incremental Revolving Credit Commitment or an Incremental Term Loan Commitment, as applicable). Such Incremental Revolving Commitments or Any Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist Loans made on such an Increased Amount Date before or after giving effect to shall be designated a separate series (each, a “Series”) of Incremental Term Loans for all purposes of this Agreement unless such Incremental Revolving Commitments or Incremental Term Loan Commitments, Loans are being effected as applicable; (2) both before and after giving effect an increase to the making of any Incremental existing Term Loans, each of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representative, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth in.

Incremental Facilities. The (a) Borrower Representative may at any time or from time to time after the Closing Date, by written notice to the Syndication Agent and Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Date, an increase one or more increases to the existing Revolving Loan Commitments (any such increase, the “Incremental New Revolving Loan Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental New Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 50,000,000 in the aggregate and not less than $10,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 50,000,000 and all such Incremental New Revolving Loan Commitments and Incremental New Term Loan Commitments obtained prior to such date) ), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $10,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effective, which shall be a date not less than ten three (103) Business Days after the date on which such notice is delivered to the Administrative Syndication Agent and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an a “Incremental New Revolving Loan Lender” or “Incremental New Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided, that Syndication Agent may elect or decline to arrange such New Revolving Loan Commitments or New Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental a New Revolving Loan Commitment or an Incremental a New Term Loan Commitment, as applicable. Such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided provided, that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable; (2) both before and after giving effect to the making of any Incremental Series of New Term Loans, each of the conditions set forth in Section 3.02 3.2 shall be satisfied or waivedsatisfied; (3) the U.S. Borrower and its Subsidiaries shall be in pro forma compliance with each of the financial covenant covenants set forth in Section 6.07 6.7(a) and (assuming for this purpose that such financial covenant is in effectb) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable; (4) the Incremental New Revolving Loan Commitments or Incremental New Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeHoldings, the Incremental Borrower, each New Revolving Loan Lender or Incremental New Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental New Revolving Loan Lender and Incremental New Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); (5) Borrower shall make any payments required pursuant to Section 2.18(c) in connection with the New Revolving Loan Commitments or New Term Loan Commitments, as applicable; and (6) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in connection with any such transaction. Notwithstanding the provisions of Section 10.5, the Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents, to the extent not adversely affecting the rights of any Lender, Agent or Issuing Lender, as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section. Any New Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of New Term Loans for all purposes of this Agreement. (b) On any Increased Amount Date on which New Revolving Loan Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Revolving Lenders shall assign to each of the New Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall purchase from each of the Revolving Loan Lenders, at the principal amount thereof (together with accrued interest), such interests in the Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders ratably in accordance with their Revolving Loan Commitments after giving effect to the addition of such New Revolving Loan Commitments to the Revolving Loan Commitments, (b) each New Revolving Loan Commitment shall be deemed for all purposes a Revolving Loan Commitment and each Loan made thereunder (a “New Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan and (c) each New Revolving Loan Lender shall become a Lender with respect to the New Revolving Loan Commitment and all matters relating thereto. The Administrative Agent and the Lenders hereby agree that the minimum borrowing requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding sentence. (c) On any Increased Amount Date on which any New Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each New Term Loan Lender of any Series shall make a Loan to Borrower (a “New Term Loan”) in an amount equal to its New Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any Series shall become a Lender hereunder with respect to the New Term Loan Commitment of such Series and the New Term Loans of such Series made pursuant thereto. (d) Administrative Agent shall notify Lenders promptly upon receipt of Borrower’s notice of each Increased Amount Date and in respect thereof (y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the Series of New Term Loan Commitments and the New Term Loan Lenders of such Series, as applicable, and (z) in the case of each notice to any Revolving Loan Lender, the respective interests in such Revolving Loan Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section. (e) The terms and provisions of the New Term Loans and New Term Loan Commitments of any Series shall be as agreed between the Borrower and the New Term Loan Lenders providing such New Term Loans and New Term Loan Commitments, and, except as otherwise provided herein, to the extent such terms and provisions are not identical to the terms and conditions of the existing Tranche B Term Loans, shall be reasonably satisfactory to the Administrative Agent and the Syndication Agent. The terms and provisions of the New Revolving Loans shall be identical to the Revolving Loans. In any event (i) the Weighted Average Life to Maturity of all New Term Loans of any Series shall be no shorter than the Weighted Average Life to Maturity of the Tranche B Term Loans (except by virtue of amortization of or prepayment of the Tranche B Term Loans prior to such date of determination), (ii) the applicable New Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the Tranche B Term Loans, (iii) the yield applicable to the New Term Loans of each Series shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the yield applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) shall not be greater than the applicable yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Tranche B Term Loans (including any upfront fees or original issue discount payable to the initial Lenders hereunder) plus 0.25% per annum (unless the interest rate with respect to the Tranche B Term Loans is concurrently increased so as to cause the then applicable yield under this Agreement on the Tranche B Term Loans to equal the yield then applicable to the New Term Loans (after giving effect to all upfront or similar fees or original issue discount payable with respect to such New Term Loans) minus 0.25%) and (iv) the Unused Availability under the Revolving Facility shall not be less than $20,000,000 after giving effect to any Series of New Term Loans and New Term Loan Commitments. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of Administrative Agent and the Borrower to effect the provision of this Section 2.24.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent at any time after the Closing Date elect to request (A) prior to the Revolving Commitment Termination Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new term loan commitments (the “Incremental Term Loan Commitments”), by an aggregate amount not to exceed $1,500,000,000, and, in excess of the greater of (i) $200,000,000 in the aggregate and each case, not less than $10,000,000 25,000,000 individually (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount Agent), and integral multiples of $10,000,000 in excess of that shall constitute the difference between $200,000,000 and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) and (ii) up to an additional amount of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregateamount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effective, which shall be a date (i) not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent and (ii) at least 90 days prior to the Revolving Commitment Termination Date and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that the Administrative Agent may elect or decline to arrange such Incremental Revolving Commitments or Incremental Term Loan Commitments in its sole discretion and any Lender approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or an Incremental Term Loan Commitment, as applicable. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective as of such Increased Amount Date; provided that that: (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (2) both before and after giving effect to the making Administrative Agent shall have received certified copies of any Incremental Term Loans, each resolutions of the conditions set forth in Section 3.02 shall be satisfied or waived; (3) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as Board of Directors of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to applicable Borrower authorizing such Incremental Revolving Commitments or and/or Incremental Term Loan Commitments, as applicable, and related amendments to the Loan Documents; (43) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower Representativeapplicable Borrower, the Incremental Revolving Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 2.20(c); and (4) the representations and warranties contained in Article IV hereto shall be true and correct in all material respects as of such Increased Amount Date except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date (it being understood that to the extent any such representation and warranty is already qualified by materiality or material adverse effect, such representation and warranty will be true and correct in all respects); provided that, to the extent the proceeds of any Incremental Term Loans are being used to finance an investment or acquisition permitted hereunder, with the consent of the Borrower Representative and the applicable Incremental Term Loan Lender(s), clause (1) above shall be limited to the absence of the existence of any Default or Event of Default under Sections 8.01(a) or (e) and clause (4) above shall be limited to customary “specified representations” and those representations of the seller or the target company (as applicable) included in the acquisition agreement related to such investment or acquisition that are material to the interests of the applicable Incremental Term Loan Lenders and only to the extent that the Borrower Representative or its applicable Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date on which Incremental Revolving Commitments are effected, subject to the satisfaction of the foregoing terms and conditions, (a) each of the Lenders with Revolving Commitments of the same Class shall assign to each of the Incremental Revolving Loan Lenders, and each of the Incremental Revolving Loan Lenders shall purchase from each of such Lenders, at the principal amount thereof (together with accrued interest), such interests in the applicable Revolving Loans outstanding on such Increased Amount Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans will be held by existing Lenders with Revolving Commitments of the same Class and Incremental Revolving Loan Lenders ratably in accordance with their Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments to the Revolving Commitments of the applicable Class, (b) each Incremental Revolving Commitment shall be deemed for all purposes a Revolving Commitment of the applicable Class and each Loan made thereunder (an “Incremental Revolving Loan”) shall be deemed, for all purposes, a Revolving Loan of the applicable Class and (c) each Incremental Revolving Loan Lender shall become a Lender with respect to the Incremental Revolving Commitment and all matters relating thereto. In addition, each Revolving Lender agrees that the Administrative Agent may (subject to the consent of the Borrower Representative) take such additional actions as it deems reasonably necessary to effect the foregoing and such other adjustments to ensure that the U.S. Revolving Exposure, European Revolving Exposure, Canadian Revolving Exposure or Hong Kong Revolving Exposure, as applicable, is allocated ratably in accordance with the applicable Revolving Commitments after giving effect to the addition of such Incremental Revolving Commitments. On any Increased Amount Date on which any Incremental Term Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Series shall make a Loan to, as applicable, the U.S. Borrower or European Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Series and (ii) each Incremental Term Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Series and the Incremental Term Loans of such Series made pursuant thereto. The Administrative Agent shall notify the Lenders promptly upon receipt of the Borrower Representative’s notice of each Increased Amount Date and in respect thereof (x) the Incremental Revolving Commitments and the Incremental Revolving Loan Lenders or the Series of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Series, as applicable and (y) in the case of each notice to any applicable Lender with Revolving Commitments, the respective interests in such Lender’s Revolving Loans, in each case subject to the assignments contemplated by this Section 2.24. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Series shall be, except as otherwise set forth herein, identical to the Tranche A Dollar Term Loans or Tranche A Euro Term Loans, as applicable. The terms and provisions of the Incremental Revolving Loans shall be identical to the Revolving Loans of the same Class. In the case of any Incremental Term Loans, (i) the Weighted Average Life to Maturity of all Incremental Term Loans of any Series shall be no shorter than the remaining Weighted Average Life to Maturity of the applicable Tranche A Term Loans, (ii) the applicable Incremental Term Loan Maturity Date of each Series shall be no earlier than the final maturity of the applicable Tranche A Term Loans, and (iii) the pricing, yield, maturity and amortization (subject to the preceding clauses (i) and (ii)) applicable to the Incremental Term Loans of each Series shall be determined by the Borrower Representative and the applicable Incremental Term Loan Lenders and shall be set forth in each applicable Joinder Agreement. Any Incremental Revolving Loans will be documented solely as an increase to the Revolving Commitments of the same Class without any change in terms, other than any change that is more favorable to the Revolving Lenders and applies equally to all Revolving Loans and Revolving Commitments of the same Class. Each Joinder Agreement may, without the consent of any Lender other than the applicable Incremental Revolving Loan Lender or Incremental Term Loan Lender, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent to effect the provisions of this Section 2.24.

Incremental Facilities. The Borrower Representative may by written notice to the Administrative Agent elect to request (A) prior to the Revolving Commitment Termination Maturity Date, an increase to the existing Revolving Commitments (any such increase, the “Incremental Revolving Commitments”) and/or (B) the increase in or the establishment of one or more new incremental term loan commitments Commitments (the “Incremental Term Loan Commitments”), by an amount not in excess of the greater of (i) $200,000,000 Incremental Debt Cap in the aggregate and not less than $10,000,000 individually in the case of each such increase (or such lesser amount which shall be approved by the Administrative Agent or such lesser amount that shall constitute the difference between $200,000,000 the Incremental Debt Cap and all such Incremental Revolving Commitments and Incremental Term Loan Commitments obtained prior to such date) , together with all Incremental Debt outstanding under Section 10.2.1(n)), and (ii) up to an additional amount integral multiples of Incremental Term Loans or increases to the Incremental Revolving Commitments so long as the Secured Leverage Ratio (calculated on a pro forma basis) is no more than 3.50:1.00, $5,000,000 in each case, with respect to any Incremental Revolving Commitments, assuming a borrowing excess of the maximum amount of Loans available thereunder; provided that, in either case, Incremental Revolving Commitments shall not exceed $50,000,000 in the aggregatethat amount. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which the Borrower Representative proposes that the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, Commitments shall be effective, which shall be a date not less than ten (10) 10 Business Days after the date on which such notice is delivered to the Administrative Agent or such shorter period of time as consented to by Administrative Agent and (B) the identity of each Lender or other Lender, Person that is an Eligible Assignee or other Person not then either a Lender or Eligible Assignee (each, an “Incremental Revolving Loan Lender” or “Incremental Term Loan Lender”, as applicable) to whom the Borrower Representative proposes any portion of such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, be allocated and the amounts of such allocations allocations; provided that Administrative Agent may elect or decline to arrange such Incremental Term Loan Commitments in its sole discretion and any Lender or other Person approached to provide all or a portion of the Incremental Revolving Commitments or Incremental Term Loan Commitments may elect or decline, in its sole discretion, to provide an Incremental Revolving Commitment or Term Loan Commitment; provided, further, that each Lender and other Person that Borrower proposes to become an Incremental Term Loan Commitment, as applicableLender must be reasonably acceptable to Administrative Agent. Such Incremental Revolving Commitments or Incremental Term Loan Commitments shall become effective effective, as of such Increased Amount Date; provided that (1) (i) as of such Increased Amount Date (A) if such Class of Incremental Term Loans is being requested in connection with a Permitted Acquisition, no Event of Default under Sections 12.1(a) or (h) has occurred or is continuing or would immediately result therefrom, and (B) otherwise, no Default or Event of Default shall exist on as of such Increased Amount Date before date, or after giving effect to immediately result from such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicablefunding; and (2ii) both immediately before and after giving effect to the making of any Class of Incremental Term Loans, the representations and warranties of each Obligor in the Loan Documents (or, in the case of any Incremental Facility being requested in connection with a Permitted Acquisition, the conditions set forth Specified Representations and Acquisition Agreement Representations in Section 3.02 the Acquisition Agreement for such Permitted Acquisition) shall be satisfied or waivedtrue and correct in all material respects (without duplication of any materiality qualifier contained therein) (except for representations and warranties that expressly relate to an earlier date); (32) the U.S. Borrower shall be in compliance with the financial covenant set forth in Section 6.07 (assuming for this purpose that such financial covenant is in effect) as of the last day of the most recently ended four Fiscal Quarter period for which financial statements are available), after giving effect to such Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable; (4) the Incremental Revolving Commitments or Incremental Term Loan Commitments, as applicable, shall be effected pursuant to one or more Joinder Agreements executed and delivered by the Borrower RepresentativeBorrower, the Incremental Revolving Term Loan Lender or Incremental Term Loan Lender, as applicable, and the Administrative Agent, and each of which shall be recorded in the Revolving Commitment Register or the Term Loan Register, as applicable, and each Incremental Revolving Loan Lender and Incremental Term Loan Lender shall be subject to the requirements set forth inin Section 5.9; (3) Borrower shall make any payments required pursuant to Section 3.9 in connection with the Incremental Term Loan Commitments; and (4) Borrower shall deliver or cause to be delivered any legal opinions, mortgage US-DOCS\135051485.13 modifications or other documents reasonably requested by Administrative Agent in connection with any such transaction. Any Incremental Term Loans made on an Increased Amount Date shall be designated a separate Class of Incremental Term Loans for all purposes of this Agreement. On any Increased Amount Date, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall make a Loan to Borrower (an “Incremental Term Loan”) in an amount equal to its Incremental Term Loan Commitment of such Class, and (ii) each Incremental Term Loan Lender of any Class of Incremental Term Loans shall become a Lender hereunder with respect to the Incremental Term Loan Commitment of such Class and the Incremental Term Loans of such Class made pursuant thereto. Administrative Agent shall notify Lenders promptly upon receipt of ▇▇▇▇▇▇▇▇’s notice of each Increased Amount Date and in respect thereof the Class of Incremental Term Loan Commitments and the Incremental Term Loan Lenders of such Class of Incremental Term Loans. The terms and provisions of the Incremental Term Loans and Incremental Term Loan Commitments of any Class shall be as set forth herein or in the Joinder Agreement. In any event (i) the weighted average life to maturity of all Incremental Term Loans of any Class shall be no shorter than the weighted average life to maturity of the Initial Term Loan or any other Class of Incremental Term Loans, (ii) the applicable Maturity Date of each Class of Incremental Term Loans shall be no shorter than the latest of the final maturity of the Initial Term Loans or any other Class of Incremental Term Loans, (iii) the Weighted Average Yield applicable to the Incremental Term Loans of each Class shall be determined by Borrower and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided, however, that the Weighted Average Yield applicable to the Incremental Term Loans shall not be greater than the applicable Weighted Average Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Loan plus 0.50% per annum unless the interest rate with respect to such Loan is increased so as to cause the then applicable Weighted Average Yield under this Agreement on such Loan to equal the Weighted Average Yield then applicable to the Incremental Term Loans less 0.50%, (iv) all Incremental Term Loans shall rank pari passu in right of payment and security with the Initial Term Loans, (v) all other terms of the Incremental Term Loans and Incremental Term Loan Commitments, if not consistent with the terms of the Initial Term Loan, must be reasonably acceptable to Administrative Agent, but in no event, directly or indirectly, shall the covenants or other provisions applicable to any Incremental Term Loan be more restrictive, or impose a more burdensome condition, on Borrower or its subsidiaries, or its or their assets, properties, business or operations than are provided for with respect to the Initial Term Loans unless (in each case, as certified by a Senior Officer of the Borrower in good faith) (A) the Lenders under the Initial Term Loan (or existing Incremental Term Loan) receive the benefit of the more restrictive terms (which, for avoidance of doubt, may be provided to them without their consent), (B) subject to clauses (i) through (vi) in this paragraph, such terms concern pricing (including interest rates, rate floors, fees, OID or other fees), the amortization schedule, commitment reductions, prepayments and any prepayment premiums applicable to such Incremental Term Loan or (C) such terms apply only after the applicable Maturity Date (it being understood to the extent that any financial maintenance covenant is added for the benefit of any such Incremental Term Loan, no consent shall be required from the Administrative Agent or Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Initial Term Loan and any existing Incremental Term Loan existing at the time such subsequent Incremental Term Loan is incurred), and (vi) not have any terms which require it to be voluntarily or mandatorily prepaid prior to the repayment in full of the Initial Term Loans and any other Incremental Term Loans, unless accompanied by at least a ratable payment of the Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Administrative Agent to effect the provision of this Section 2.4.