Common use of Incremental Amendment Clause in Contracts

Incremental Amendment. (a) This Section 1 constitutes an “Incremental Amendment” pursuant to which each Incremental Term Lender commits to make, severally but not jointly, to the Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower shall use the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.

Incremental Amendment. (a) This Section 1 constitutes an amendment (this “Incremental Facility Amendment” pursuant ”) is an Incremental Facility Amendment referred to which each in Section 2.21 of the Credit Agreement, and Borrower and the Incremental Term Lender commits to make, severally but not jointly, to the Borrower Revolving Lenders hereby agree and notify you that: (i) Effective Date the total aggregate Incremental Term Loans on Revolving Loan Commitments of the Effective Date in a principal amount not exceeding Incremental Revolving Lenders is $50,000,000 and the amounts several Incremental Revolving Loan Commitment of each Incremental Revolving Lender is set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and its signature page hereto; and (ii) Delayed Draw Incremental Term Loans on subject to the Delayed Draw Funding Date in a principal amount not exceeding satisfaction of the amounts conditions to Borrowing under Section 4.02 of the Credit Agreement and to the satisfaction of the conditions set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto in clauses (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term CommitmentsA) through (C) below, the “funding of the Incremental Term Commitments”)Revolving Loans may occur from time to time upon Borrower’s request in accordance with Sections 2.02 and 4.02 of the Credit Agreement. Once funded, Incremental Revolving Loans that are repaid or prepaid may be reborrowed. (A) no Default shall exist or would exist after giving effect to the Effective Date making of the Incremental Term Revolving Loans and the Delayed Draw Incremental Term Loans shall be deemed use of proceeds therefrom; (B) after giving effect to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount making of the Effective Date Incremental Term Commitments Revolving Loans and the use of all proceeds therefrom, Borrower would be in compliance with the Financial Covenants on a pro forma basis on such date and for the most recent fiscal quarter for which financial statements have been delivered in accordance with Section 5.01 of the Credit Agreement after giving effect on a pro forma basis to any related adjustment events, including any acquisitions or dispositions after the beginning of the relevant calculation period but prior to or simultaneous with the borrowing of such Incremental Term Revolving Loans; and (C) Borrower shall have delivered to the Administrative Agent and Incremental Revolving Lenders the officer’s certificate, dated the date of borrowing, required by Section 2.21(b) of the Credit Agreement and also certifying as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of borrowing to clauses (xA) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (yB) the date that is three months after the Effective Dateabove. (b) Amounts borrowed Each of the Incremental Revolving Lenders and Borrower hereby agrees that the Incremental Revolving Loans made pursuant to this Incremental Facility Amendment will be Revolving Loans and any lender with an outstanding Incremental Revolving Loan will be a Revolving Lender, in each case for any and all purposes under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and (A) shall rank pari passu in right of payment and right of security in respect of the Amended Collateral with the existing Revolving Loans and Restated Credit Agreement(B) shall have the same terms as Revolving Loans existing immediately prior to the effectiveness of this Incremental Facility Amendment. (c) The Borrower shall use covenants and agrees that the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) Revolving Loan shall be used by Borrower for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein purposes (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (iifinance Permitted Acquisitions), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.

Incremental Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Borrower, the Guarantors, the November 2021 Incremental Revolving Lenders, each Issuing Bank and Agent hereby agree as follows: (a) This The Borrower is requesting November 2021 Incremental Revolving Commitments in the aggregate principal amount of $40,000,000 from the November 2021 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 1 constitutes an “2.19 of the Credit Agreement, effective as of the Seventh Amendment Effective Time. The full principal amount of such November 2021 Incremental Amendment” pursuant to which each Revolving Commitments are being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each November 2021 Incremental Term Revolving Lender commits to makeagrees, severally but and not jointly, to provide to the Borrower (i) its November 2021 Incremental Revolving Commitments as a Revolving Commitment Increase under the Amended Credit Agreement commencing as of the Seventh Amendment Effective Time in an amount equal to such November 2021 Incremental Revolving Lender’s November 2021 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Seventh Amendment Effective Time until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such November 2021 Incremental Term Loans on Revolving Lender in accordance with the Effective Date terms of the Amended Credit Agreement, in a an aggregate principal amount at any time outstanding not exceeding the amounts set forth opposite to exceed such November 2021 Incremental Term Revolving Lender’s name under November 2021 Incremental Revolving Commitment. Concurrent with the heading “Seventh Amendment Effective Date Time, after giving effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental Term Commitment” on Schedule 1 hereto Revolving Commitments, (eachx) in accordance with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Effective Date Incremental Term CommitmentExisting Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Seventh Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each November 2021 Incremental Revolving Lender, and (ii) Delayed Draw each November 2021 Incremental Term Loans on Revolving Lender shall purchase from such Existing Revolving Lender, at the Delayed Draw Funding Date in a principal amount not exceeding thereof, such interests in the amounts set forth opposite such Incremental Term Lender’s name under Existing Revolving Loans outstanding as of immediately prior to the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Seventh Amendment Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans Time as shall be deemed necessary in order that, after giving effect to be a single Class for all purposes such assignments and purchases under the Amended this clause (x), and Restated taking into account all Credit Agreement. The aggregate principal amount Extensions of the Effective Date Incremental Term Commitments of all Incremental Term Lenders Revolving Loans made as of the date of this Agreement is $925,000,000. The aggregate principal amount of Seventh Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and November 2021 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Delayed Draw Revolving Commitment Increase pursuant to the November 2021 Incremental Term Revolving Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Effective Date. (bRevolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments) Amounts borrowed of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each November 2021 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower Existing Revolving Commitments and the November 2021 Incremental Revolving Commitments shall use the proceeds be deemed to be, and treated as, part of a single Class of Revolving Commitments (i) the Effective Date Incremental Term and any Revolving Loans (A) made pursuant to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof Revolving Commitments and the consummation November 2021 Incremental Revolving Commitments shall be deemed to be, and treated as, part of the transactions contemplated hereby (including the borrowing a single Class of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoingRevolving Loans). (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in The definition of “Revolving Commitment” under Section 1.01 of the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) is hereby amended and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.restated as follows:

Incremental Amendment. (a) This Section 1 constitutes Incremental Amendment is an “Incremental Amendment” pursuant to referenced in Section 2.09(e) of the Term Loan Agreement. Borrowers, the Administrative Agent and the No. 1 Incremental Term Lenders hereby agree that the No. 1 Incremental Term Commitments shall become effective upon the satisfaction of the conditions set forth in Section 3 hereof (the date on which such conditions are satisfied, the “Incremental Amendment Effective Date”). On the Incremental Amendment Effective Date immediately after the establishment of the No. 1 Incremental Term Commitments, each No. 1 Incremental Term Lender commits to makeshall, severally but not jointlyon a several basis, to the Borrower (i) Effective Date make No. 1 Incremental Term Loans on to the Effective Date Borrowers in a the principal amount not exceeding the amounts set forth opposite such No. 1 Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule A hereto; provided that the Borrowers agree that each No. 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name obligation to make a No. 1 Incremental Term Loan to the Borrowers as provided in this Incremental Amendment shall be satisfied by the deemed delivery by such No. 1 Incremental Term Lender of 100% of the proceeds of the No. 1 Incremental Term Loans of such No. 1 Incremental Term Lender to the No. 1 Note Sellers (as defined in Section 3 hereof) as specified in the applicable Borrowing Request in satisfaction of the payment of the purchase price owed to such Note Seller under the heading “Delayed Draw Note Purchase Agreement. The No. 1 Incremental Term Commitment” on Schedule Commitments shall be decreased to $0 immediately after giving effect to the No. 1 hereto (each, a “Delayed Draw Incremental Term Commitment” andLoans as contemplated by the preceding sentence. (b) Borrowers, together with the Administrative Agent and the No. 1 Incremental Term Lenders hereby agree that the No. 1 Incremental Term Loans shall have terms identical to those of the Loans outstanding under the Term Loan Agreement immediately prior to the Incremental Amendment Effective Date Incremental Term Commitments, (the “Incremental Existing Term CommitmentsLoans”). Once fundedAfter giving effect hereto on the Incremental Amendment Effective Date, the Effective Date Incremental Term Loans and the Delayed Draw No. 1 Incremental Term Loans shall be deemed to be a single Class for all purposes under Loans and the Amended and Restated Credit Agreement. The aggregate principal Loans shall be deemed increased by the amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000No. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower shall use the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.

Incremental Amendment. (a) This Section 1 constitutes Agreement is an “Incremental AmendmentIncrease Joinder” pursuant referred to which in Section 2.15(c) of the Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 below, each Incremental Term Lender commits to makeagrees, severally but not jointlyeffective as of the Amendment No. 1 Effective Date (as defined below), to extend the Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts commitments set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on in Schedule 1 I hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “2016 Incremental Term Commitments”). Once fundedFrom and after the Amendment No. 1 Effective Date, the Effective Date (a) each Incremental Term Loans and the Delayed Draw Incremental Term Loans Lender shall be deemed to be a single Class “Term Lender” or a “Revolving Lender”, as applicable, for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of Agreement and the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminatedother Loan Documents, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) Amounts borrowed under this Section 1 and repaid the 2016 Incremental Commitment of each Incremental Lender shall be a “Term Commitment” or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans“Revolving Commitment”, as further provided in applicable, for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents and Schedule 2.01 of the Existing Credit Agreement shall (i) be amended by adding thereto the 2016 Incremental Commitments of the Incremental Lenders as set forth in Schedule I hereto and (ii) be amended and restated with respect to Revolving Commitments as set forth on Schedule II hereto, which shall reflect Barclays Bank PLC (in such capacity, the Assignor”) hereby selling and assigning to JPMorgan Chase Bank, N.A. (in such capacity, the “Assignee”), and the Assignee hereby irrevocably purchasing and assuming from the Assignor, subject to and in accordance with the Standard Terms and Conditions of the Assignment and Assumption and the terms and conditions of the Amended and Restated Credit Agreement. , as of the Amendment No. 1 Effective Date, $14,000,000 of the Assignor’s existing Revolving Commitments (including participations in any Letters of Credit and Swing Line Loans included in such Revolving Commitments), in each case immediately after giving effect to (and substantially concurrently with) this Agreement and the extension of the 2016 Incremental Commitments, and (c) The the 2016 Incremental Term Loans and 2016 Incremental Revolving Commitments of the Incremental Lenders shall be “Term Loans” and “Revolving Loans”, respectively (and have the same terms (including with respect to interest rates, Guarantees and Collateral and rights to payment and prepayment) as the existing Term Loans and existing Revolving Loans, respectively), for all purposes under the Amended and Restated Credit Agreement and the other Loan Documents; provided that the Borrower shall use the proceeds of (i) the Effective Date 2016 Incremental Facilities in accordance with Section 5 below. The Administrative Agent shall take any and all action as may be reasonably necessary to ensure that the 2016 Incremental Facilities are included in each Borrowing and repayment of existing Term Loans (A) to prepay in fulland existing Revolving Loans on a pro rata basis. In furtherance of the foregoing, on the Amendment No. 1 Effective Date, the outstanding principal amount there shall commence an initial Interest Period with respect to each of the Existing 2016 Incremental Facilities borrowed on the Amendment No. 1 Effective Date, which Interest Period shall end on the last day of the Interest Period applicable to the existing Term Loans or existing Revolving Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all feesas applicable, costs and expenses incurred or payable by the Borrower as in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions effect immediately prior to the effectiveness hereof Amendment No. 1 Effective Date (and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental existing Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw 2016 Incremental Term Loans (A) for general corporate purposesshall, including acquisitions from and (B) to pay all feesafter the Amendment No. 1 Effective Date, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term be a single Eurodollar Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (iia single Interest Period), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.

Incremental Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 6 below, the Borrower, the Guarantors, the 2023 Incremental Revolving Lenders, each Issuing Bank and Agent hereby agree as follows: (a) This The Borrower is requesting 2023 Incremental Revolving Commitments in the aggregate principal amount of $203,750,000 from the 2023 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 1 constitutes an “2.19 of the Credit Agreement, effective as of the Ninth Amendment Effective Time. The full principal amount of such 2023 Incremental Amendment” pursuant to which each Revolving Commitments is being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement. (b) Each 2023 Incremental Term Revolving Lender commits to makeagrees, severally but and not jointly, to provide to the Borrower (i) its 2023 Incremental Revolving Commitments as a Revolving Commitment Increase under the Amended Credit Agreement commencing as of the Ninth Amendment Effective Time in an amount equal to such 2023 Incremental Revolving Lender’s 2023 Incremental Revolving Commitments as set forth on Schedule 2.01 hereto, and to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case, at any time and from time to time on and after the Ninth Amendment Effective Time until the earlier of the Revolving Maturity Date and the termination of the Revolving Commitment of such 2023 Incremental Term Loans on Revolving Lender in accordance with the Effective Date terms of the Amended Credit Agreement, in a an aggregate principal amount at any time outstanding not exceeding the amounts set forth opposite to exceed such 2023 Incremental Term Revolving Lender’s name under 2023 Incremental Revolving Commitment. Concurrent with the heading “Ninth Amendment Effective Date Time, after giving effect to the Revolving Commitment Increase pursuant to the 2023 Incremental Term Commitment” on Schedule 1 hereto Revolving Commitments, (eachx) in accordance with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to such Revolving Commitment Increase (each such Revolving Lender, an “Effective Date Incremental Term CommitmentExisting Revolving Lender”) that has Revolving Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the Ninth Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign to each 2023 Incremental Revolving Lender, and (ii) Delayed Draw each 2023 Incremental Term Loans on Revolving Lender shall purchase from such Existing Revolving Lender, at the Delayed Draw Funding Date in a principal amount not exceeding thereof, such interests in the amounts set forth opposite such Incremental Term Lender’s name under Existing Revolving Loans outstanding as of immediately prior to the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Ninth Amendment Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans Time as shall be deemed necessary in order that, after giving effect to be a single Class for all purposes such assignments and purchases under the Amended this clause (x), and Restated taking into account all Credit Agreement. The aggregate principal amount Extensions of the Effective Date Incremental Term Commitments of all Incremental Term Lenders Revolving Loans made as of the date of this Agreement is $925,000,000. The aggregate principal amount of Ninth Amendment Effective Time, such Existing Revolving Loans will be held by Existing Revolving Lenders and 2023 Incremental Revolving Lenders ratably in accordance with their Revolving Commitments after giving effect to the Delayed Draw Revolving Commitment Increase pursuant to the 2023 Incremental Term Revolving Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Effective Date. (bRevolving Commitment Increase pursuant to the 2023 Incremental Revolving Commitments) Amounts borrowed of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each 2023 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04 under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower Existing Revolving Commitments and the 2023 Incremental Revolving Commitments shall use the proceeds be deemed to be, and treated as, part of a single Class of Revolving Commitments (i) the Effective Date Incremental Term and any Revolving Loans (A) made pursuant to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof Revolving Commitments and the consummation 2023 Incremental Revolving Commitments shall be deemed to be, and treated as, part of the transactions contemplated hereby (including the borrowing a single Class of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoingRevolving Loans). (d) Notwithstanding anything herein For the avoidance of doubt, (including Sections 1(ai) the loans made pursuant to the 2023 Incremental Revolving Commitments shall be deemed to be “Loans” and 1(c“Revolving Loans”, (ii) hereofeach 2023 Incremental Revolving Lender shall be deemed to be a “Lender” and a “Revolving Lender” and (iii) or the 2023 Incremental Revolving Commitments shall be deemed to be a “Incremental Revolving Commitment”, a “Revolving Commitment Increase” and a “Revolving Commitment”. (e) For the avoidance of doubt, the 2023 Incremental Revolving Commitments, and the Revolving Loans made in connection therewith, shall have the same terms as the Existing Revolving Commitments and the Revolving Loans made in connection therewith, as applicable, and shall bear interest and Commitment Fees, as applicable, as provided for in the Existing Amended Credit Agreement with respect to Revolving Loans and Revolving Commitments, respectively. The parties hereto hereby agree that, notwithstanding anything in the Amended Credit Agreement to the contrary, the Administrative Agent is hereby authorized to take all actions as it may reasonably deem to be necessary to ensure that the 2023 Incremental Revolving Commitments constitute a Revolving Commitment Increase. (if) each Incremental Term Lender holding an Existing Term Loan immediately prior This Amendment shall constitute notice to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to by the Borrower an Effective Date requesting the 2023 Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”Revolving Commitments pursuant to Section 2.19(a) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by Credit Agreement, and, for the avoidance of doubt, shall satisfy such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”notice requirement set forth in Section 2.19(a) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective DateCredit Agreement.

Incremental Amendment. (a) This Amendment is an amendment to incur an additional term loan facility as described in Section 1 constitutes an “Incremental Amendment” 2.14(a) of the Existing Credit Agreement which shall be deemed incurred pursuant to which this Amendment. Subject to the satisfaction of the conditions set forth in Section 4 below, each Incremental Term Lender commits to makeagrees, severally but not jointlyeffective as of the First Amendment Effective Date, to extend the Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts term loan commitments set forth opposite such Incremental Term Lender’s name under the heading “Effective Date First Amendment Incremental Term CommitmentLoan Commitments” on Schedule 1 C-1 hereto (each, an “on the First Amendment Effective Date (the “First Amendment Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Loan Commitments”). Once fundedFrom and after the First Amendment Effective Date, (i) each Incremental Lender shall be an “Lender” for all purposes under the Effective Date Credit Agreement and the other Loan Documents, and shall have all of the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents (ii) the First Amendment Incremental Term Loan Commitment of each Incremental Lender shall be a “Commitment” for all purposes under the Credit Agreement and the other Loan Documents and Schedule C-1 of the Existing Credit Agreement shall be deemed amended and supplemented to include such Schedule C-1 hereto and (iii) the First Amendment Incremental Term Loans of the Incremental Lenders shall be “Term Loans” (and have the same terms (including with respect to Guarantees and Collateral and rights to payment and prepayment) as the Term Loans made on the Initial Closing Date), for all purposes under the Credit Agreement and the Delayed Draw other Loan Documents. The First Amendment Incremental Term Loans shall be deemed to be made in a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, Borrowing on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the First Amendment Effective Date. (b) Amounts borrowed under this Section 1 For the avoidance of doubt, the terms and repaid or prepaid may not be reborrowed. provisions of the First Amendment Incremental Term Loans may shall be Base Rate identical to the Term Loans or Eurocurrency Rate Loansmade on the Initial Closing Date, as further provided including the same repayment terms and the same Applicable Margin and Prepayment Premium terms set forth in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower shall use Notwithstanding anything to the proceeds of contrary in the Credit Agreement, (i) the Effective Date First Amendment Incremental Term Loans (A) to prepay in fullwill be borrowed at the LIBOR Option, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw initial Interest Period applicable to the First Amendment Incremental Term Loans (A) for general corporate purposes, including acquisitions shall end on the same day as the Interest Period in effect on the First Amendment Effective Date with respect to the Term Loans made on the Initial Closing Date and (Biii) the LIBOR Rate with respect to pay all fees, costs and expenses incurred or payable by such initial Interest Period shall be identical to the Borrower LIBOR Rate for such Interest Period in connection effect on the First Amendment Effective Date with respect to the foregoingTerm Loans made on the Initial Closing Date. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or to the contrary in Section 2.14 of the Existing Credit Agreement Agreement, the execution and delivery of this Amendment by Borrower and the satisfaction of all conditions precedent to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior effectiveness of this Amendment pursuant to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form Section 4 hereof shall be deemed to have made to constitute a properly delivered and accepted written notice by Borrower in accordance with the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”terms of Section 2.14(a) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to Credit Agreement. (e) The Borrower and the Effective Date (such Existing Lender’s “Existing Term Loan Amount”Lenders party hereto hereby waive the procedures set forth in Section 2.14(b) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of Credit Agreement and acknowledge and agree that each Existing Lender in an aggregate principal amount equal has been provided the option to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required provide up to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount its Pro Rata Share of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.First

Incremental Amendment. (a) This Section 1 Incremental Joinder constitutes an “Incremental Amendment” pursuant to which each a new Incremental Term Lender commits to make, severally but not jointly, to Series (as defined in the Borrower (iCredit Agreement as amended hereby) Effective Date and a new Class of Incremental Term Loans on is established pursuant to Section 2.16 of the Effective Date in a principal amount not exceeding Credit Agreement upon the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount occurrence of the Effective Date (as defined below) (the Credit Agreement as amended by this Incremental Term Commitments of all Incremental Term Lenders Joinder is referred to herein as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date“Amended Credit Agreement”). (b) Subject to the terms and conditions set forth herein and the occurrence of the Effective Date (i) there is hereby established under the Amended Credit Agreement a new Class of Incremental Term Loans entitled the “Term B-1 Loans” and (ii) each Term B-1 Lender severally agrees to make to the Borrower a single loan denominated in Dollars in a principal amount equal to the amount set forth opposite such Term B-1 Lender’s name in Annex I (collectively, the “Term B-1 Commitments”) on the Effective Date. Amounts borrowed under this Section 1 1(b) and repaid or prepaid may not be reborrowed. Incremental Term B-1 Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower shall use agrees to pay on the Effective Date to each Term B-1 Lender party to this Incremental Joinder as a Term B-1 Lender on the Effective Date a closing fee in an amount equal to 1.00% of the stated principal amount (as applicable) of such Term B-1 Lender’s Term B-1 Loan, payable to such Term B-1 Lender from the proceeds of (i) the Effective Date Incremental Term B-1 Loans (A) to prepay in full, as and when funded on the Effective Date. Such closing fees shall be in all respects fully earned, due and payable on the outstanding principal amount of the Existing Term Loans, together with Effective Date and non-refundable and non-creditable for any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoingreason whatsoever thereafter. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in The All-In-Yield for the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser B-1 Loans as of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then as determined by the Borrower and the Term B-1 Lenders, shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date4.50% per annum.

Incremental Amendment. (a) This Section 1 2 constitutes an “Incremental Amendment” pursuant to Section 2.16 of the Credit Agreement, pursuant to which each Incremental Term Revolving Credit Lender commits to make, severally but not jointly, to the Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” listed on Schedule 1 hereto (each, a “Delayed Draw Fourth Amendment Incremental Term Commitment” andRevolving Credit Lender”) commits, together with severally but not jointly, to provide to the Borrower a Revolving Commitment Increase on the Amendment Effective Date in a principal amount equal to the amount set forth opposite such Fourth Amendment Incremental Term Commitments, Revolving Credit Lender’s name under the heading “Fourth Amendment Revolving Commitment Increase” on Schedule 1 hereto (the “Incremental Term CommitmentsFourth Amendment Revolving Commitment Increase”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments Fourth Amendment Revolving Commitment Increase of all Fourth Amendment Incremental Term Revolving Credit Lenders as of the date of this Agreement Amendment is $925,000,000160,000,000.00. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders Effective as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Amendment Effective Date, each Fourth Amendment Revolving Commitment Increase shall be deemed for all purposes under the Credit Agreement and the Loan Documents a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan. (b) Amounts borrowed under this Effective as of the Amendment Effective Date, pursuant to Section 1 2.16(g) of the Credit Agreement, each of the Existing Revolving Lenders shall assign to each of the Fourth Amendment Incremental Revolving Credit Lenders, and repaid or prepaid may not be reborrowed. each of the Fourth Amendment Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate LoansRevolving Credit Lenders shall purchase from each of the Existing Revolving Lenders, as further provided at the principal amount thereof, such interests in the Incremental Revolving Loans (each, a “Fourth Amendment Incremental Revolving Loan”) outstanding on the Amendment Effective 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 Lenders and Fourth Amendment Incremental Revolving Credit Agreement and Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the Amended and Restated addition of the Fourth Amendment Revolving Commitment Increase to the Revolving Credit AgreementCommitments. (c) The Borrower shall use Effective as of the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Amendment Effective Date, the outstanding principal amount Credit Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the underlined text (indicated textually in the same manner as the following example: underlined text) as set forth in Annex I hereto (except for the deletions and additions to Section 7.11 of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) , which are referred to herein as the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing“Financial Covenant Amendment”). (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Each Fourth Amendment Incremental Revolving Credit Agreement Lender hereby consents to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date amendments set forth in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation 3 of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective DateAmendment.

Incremental Amendment. (a) This Section 1 constitutes an “Incremental Amendment” pursuant to which each Incremental Term Lender commits to make, severally but not jointly, to the Borrower (i) Effective Date Incremental Term Loans on the Effective Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower shall use the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.

Incremental Amendment. (a) This Section 1 For the avoidance of doubt, (i) this Sixth Term Loan Amendment constitutes an “Incremental Term Facility Amendment” pursuant to which each an increase in the aggregate principal amount of 2020 Other Term B Loans shall be established in accordance with Section 2.14 of the Credit Agreement, (ii) the 2020 Incremental Term Commitments constitute “Incremental Term Commitments” as defined in the Credit Agreement (as amended pursuant to Section 3 hereof) and (iii) from and after the Sixth Term Loan Amendment Effective Date, the 2020 Incremental Term Lender commits shall constitute a “2020 Other Term B Lender”, a “Lender” and a “Term Lender” as defined in the Credit Agreement (as amended pursuant to makeSection 3 hereof). (b) Immediately after the incurrence of the 2020 Other Term B Loans pursuant to Section 2 above, severally but not jointlyand subject to the terms and conditions set forth herein and the occurrence of the Sixth Term Loan Amendment Effective Date, the 2020 Incremental Term Lender hereby agrees to make 2020 Incremental Term Loans to the Borrower (i) on the Sixth Term Loan Amendment Effective Date in an amount equal to the amount of its 2020 Incremental Term Commitments (as set forth below). The full amount of the 2020 Incremental Term Loans shall be drawn by the Borrower in a single drawing on the Sixth Term Loan Amendment Effective Date and amounts paid or prepaid in respect of the 2020 Incremental Term Loans may not be reborrowed. For purposes hereof, the 2020 Incremental Term Commitments of the 2020 Incremental Term Lender shall be $500,000,000. (c) Immediately upon the incurrence of the 2020 Incremental Term Loans on the Sixth Term Loan Amendment Effective Date in a principal amount not exceeding Date, (i) the amounts set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw 2020 Incremental Term Loans shall be deemed added to, and thereafter constitute a part of, the existing Class of 2020 Other Term B Loans incurred pursuant to be Section 2 above on a pro rata basis (based on the relative sizes of the various outstanding Term Borrowings), so that each Lender will participate proportionately in each then outstanding Term Borrowing of 2020 Other Term B Loans, (ii) the 2020 Incremental Term Loans shall constitute a single Class of Term Loans with the 2020 Other Term B Loans and (iii) the 2020 Incremental Term Loans shall constitute “2020 Other Term B Loans” for all purposes under under, and subject to the Amended provisions of, the Loan Documents. The 2020 Incremental Term Loans shall be subject to the same terms (including, without limitation, as to interest rates, amortization percentage, maturity, voluntary prepayment terms and Restated Credit Agreementmandatory prepayment terms) applicable to the 2020 Other Term B Loans; provided that, after giving effect to the incurrence of the 2020 Incremental Term Loans, the scheduled amortization with respect to the 2020 Other Term B Loans shall be calculated based on the aggregate outstanding principal amount of 2020 Other Term B Loans (including the 2020 Incremental Term Loans) on the Sixth Term Loan Amendment Effective Date. The aggregate principal amount of 2020 Other Term B Loans on the Sixth Term Loan Amendment Effective Date (after giving effect to the incurrence of the 2020 Incremental Term Commitments of all Loans on such date) is $637,000,000. (d) The 2020 Incremental Term Lenders as Commitment of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw 2020 Incremental Term Commitments of all Incremental Term Lenders as of Lender shall automatically terminate upon the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw 2020 Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Sixth Term Loan Amendment Effective Date. (be) Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed. The proceeds of the 2020 Incremental Term Loans may shall be Base Rate Loans or Eurocurrency Rate Loans, as further provided used by the Borrowers to redeem in full the Existing Credit Agreement and the Amended and Restated Credit AgreementNovember 2023 Secured Notes. (cf) The Borrower shall use hereby consents, for purposes of Section 11.07(b)(i)(A) of the proceeds Credit Agreement, to the assignment on or within ninety (90) days of (i) the Sixth Term Loan Amendment Effective Date of any 2020 Incremental Term Loans (A) to prepay in fullby Bank of America, on N.A., as the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such 2020 Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) any Person that was an existing Term Lender on the aggregate principal amount of the Existing Sixth Term Loan held by such Existing Lender Amendment Effective Date (immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”giving effect thereto) and or (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amountany Eligible Assignee separately identified, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan and acceptable, to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to Borrower. Any such excess, and (ii) the Borrower assignee shall thereafter be deemed to have prepaid, on the Effective Date, an amount of the Existing a “2020 Other Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing B Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date”.

Incremental Amendment. (a) This Section 1 2 constitutes an “Incremental Amendment” pursuant to Section 2.16 of the Credit Agreement, pursuant to which each Incremental Term Revolving Credit Lender commits to makelisted on Schedule 1 hereto (the “Fifth Amendment Incremental Revolving Credit Lender”) commits, severally but not jointly, to provide to the Borrower (i) Effective Date Incremental Term Loans a Revolving Commitment Increase on the Amendment Effective Date in a principal amount not exceeding equal to the amounts amount set forth opposite such the Fifth Amendment Incremental Term Revolving Credit Lender’s name under the heading “Effective Date Incremental Term CommitmentFifth Amendment Revolving Commitment Increase” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term CommitmentsFifth Amendment Revolving Commitment Increase”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Fifth Amendment Revolving Commitment Increase of the Fifth Amendment Incremental Term Commitments of all Incremental Term Lenders Revolving Credit Lender as of the date of this Agreement Amendment is $925,000,00015,000,000.00. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders Effective as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Amendment Effective Date, each Fifth Amendment Revolving Commitment Increase shall be deemed for all purposes under the Credit Agreement and the Loan Documents a Revolving Credit Commitment and each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Loan. (b) Amounts borrowed under this Effective as of the Amendment Effective Date, pursuant to Section 1 2.16(g) of the Credit Agreement, each of the Existing Revolving Lenders shall assign to the Fifth Amendment Incremental Revolving Credit Lender, and repaid or prepaid may not be reborrowed. the Fifth Amendment Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate LoansRevolving Credit Lender shall purchase from each of the Existing Revolving Lenders, as further provided at the principal amount thereof, such interests in the Incremental Revolving Loans (each, a “Fifth Amendment Incremental Revolving Loan”) outstanding on the Amendment Effective 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 Credit Agreement Revolving Lenders and the Amended and Restated Fifth Amendment Incremental Revolving Credit AgreementLender ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of the Fifth Amendment Revolving Commitment Increase to the Revolving Credit Commitments. (c) The Borrower shall use Effective as of the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in full, on the Amendment Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, is hereby amended as follows: (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount Section 1.01 of the Existing Term Loan held Credit Agreement is hereby amended by such Existing Lender immediately prior to inserting the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date following definitions therein in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Date.alphabetical order:

Incremental Amendment. Commitments in respect of Incremental Term Loans and Revolving Commitment Increases and Additional Revolving Commitments hereunder shall become Commitments (a) This Section 1 constitutes or in the case of a Revolving Commitment Increase to be provided by an existing Revolving Credit Lender, an increase in such Lender’s applicable Revolving Credit Commitment), under this Agreement pursuant to an amendment (an “Incremental Amendment” pursuant ”) to which this Agreement and, as appropriate, the other Loan Documents, executed by the Lead Borrower, each Incremental Term Lender commits providing such Commitments and the Administrative Agent. The Incremental Amendment may, without the consent of any other Loan Party, Agent or Lender, effect such amendments to makethis Agreement and the other Loan Documents as may be necessary or appropriate, severally but not jointlyin the reasonable opinion of the Lead Borrower and the Administrative Agent, to effect the Borrower (i) Effective Date provisions of this Section 2.14. The Borrowers will use the proceeds of the Incremental Term Loans, Additional Revolving Loans on and Revolving Commitment Increases as determined by the Effective Date in a principal amount not exceeding Lead Borrower and the amounts set forth opposite Lenders providing such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Commitment” on Schedule 1 hereto (each, an “Effective Date Incremental Term Commitment”) and (ii) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, a “Delayed Draw Incremental Term Commitment” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and Revolving Commitment Increases, subject to such use otherwise being permitted under the Delayed Draw terms of this Agreement. No Lender shall be obligated to provide any Incremental Term Loans or Revolving Commitment Increases, unless it so agrees. (g) Reallocation of Revolving Credit Exposure. Upon any Incremental Facility Closing Date on which Revolving Commitment Increases or Additional Revolving Commitments are effected through an increase in the Revolving Credit Commitment are added hereunder pursuant to this Section 2.14, (a) if the increase relates to the Revolving Credit Facility, each of the Revolving Credit Lenders shall assign to each of the Incremental Revolving Credit Lenders, and each of the Incremental Revolving Credit Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the Incremental Revolving Loans outstanding on such Incremental Facility Closing 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 Credit Lenders ratably in accordance with their Revolving Credit Commitments after giving effect to the addition of such Revolving Commitment Increases to the Revolving Credit Commitments, (b) each Revolving Commitment Increase shall be deemed to be a single Class for all purposes under the Amended a Revolving Credit Commitment and Restated each Loan made thereunder shall be deemed, for all purposes, a Revolving Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminatedLoan, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) each Incremental Revolving Credit Lender shall become a Lender with respect to the Revolving Commitment Increases and all matters relating thereto. The Borrower shall use Administrative Agent and the proceeds of (i) Lenders hereby agree that the Effective Date Incremental Term Loans (A) to prepay minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in full, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions shall not apply to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement effected pursuant to the contrary, (i) each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing Lender shall be required to make an Effective Date Incremental Term Loan to the Borrower on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the Borrower shall be deemed to have prepaid, on the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) such Existing Lender’s Existing Term Loan Amount and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Datepreceding sentence.

Incremental Amendment. (a) This Section 1 constitutes First Amendment is an “Incremental Amendment” amendment to incur additional Indebtedness pursuant to which the Existing Credit Agreement; provided, that, for the avoidance of doubt, the First Amendment Loans shall not reduce the Uncommitted Incremental Increase Limit as set forth in the Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 3 below, each Incremental Lender agrees, effective as of the First Amendment Effective Date, to (x) provide the First Amendment Term Lender commits to make, severally but not jointly, Loan to the Borrower up to the Term Loan Commitment Amount of such Lender set forth under the heading “First Amendment Term Loan Commitment” in Schedule 1 hereto and (iy) Effective Date Incremental Term Loans on provide the Effective Date in a principal amount not exceeding Percentage of the amounts Revolving Facility Commitment Amount set forth opposite such Incremental Term Lender’s name under the heading “Effective Date Incremental Term Revolving Loan Commitment” on in Schedule 1 hereto hereto. From and after the First Amendment Effective Date, (each, an “Effective Date Incremental Term Commitment”i) and each First Amendment Lender (iito the extent not already a Lender) Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date in a principal amount not exceeding the amounts set forth opposite such Incremental Term Lender’s name under the heading “Delayed Draw Incremental Term Commitment” on Schedule 1 hereto (each, shall be a “Delayed Draw Incremental Term CommitmentLender” and, together with the Effective Date Incremental Term Commitments, the “Incremental Term Commitments”). Once funded, the Effective Date Incremental Term Loans and the Delayed Draw Incremental Term Loans shall be deemed to be a single Class for all purposes under the Amended and Restated Credit Agreement. The aggregate principal amount of the Effective Date Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $925,000,000. The aggregate principal amount of the Delayed Draw Incremental Term Commitments of all Incremental Term Lenders as of the date of this Agreement is $200,000,000. Unless previously terminated, the Effective Date Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the date of initial funding of the Effective Date Incremental Term Loans. Unless previously terminated, the Delayed Draw Incremental Term Commitments shall terminate at 5:00 p.m., New York City time, on the earlier of (x) the making of the Delayed Draw Incremental Term Loans on the Delayed Draw Funding Date and (y) the date that is three months after the Effective Date. (b) Amounts borrowed under this Section 1 and repaid or prepaid may not be reborrowed. Incremental Term Loans may be Base Rate Loans or Eurocurrency Rate Loans, as further provided in the Existing Credit Agreement and the Amended and Restated Credit Agreement. (c) The Borrower shall use the proceeds of (i) the Effective Date Incremental Term Loans (A) to prepay in fullother Loan Documents, on the Effective Date, the outstanding principal amount of the Existing Term Loans, together with any accrued but unpaid interest and fees thereon and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing and with the execution and delivery of this Agreement by each person party hereto, the satisfaction and/or waiver of the conditions to the effectiveness hereof and the consummation of the transactions contemplated hereby (including the borrowing of the Incremental Term Loans and the amendment and restatement of the Existing Credit Agreement) and (ii) the Delayed Draw Incremental Term Loans (A) for general corporate purposes, including acquisitions and (B) to pay all fees, costs and expenses incurred or payable by the Borrower in connection with the foregoing. (d) Notwithstanding anything herein (including Sections 1(a) and 1(c) hereof) or in the Existing Credit Agreement to the contrary, (i) First Amendment Loan Commitment of each Incremental Term Lender holding an Existing Term Loan immediately prior to the Effective Date (each such Incremental Term Lender, an “Existing Lender”) that delivers to the Successor Administrative Agent an executed cashless roll election form shall be deemed to have made to the Borrower an Effective Date Incremental Term Loan on the Effective Date in an amount (such Existing Lender’s “Cashless Roll Amount”) equal to the lesser of (A) the aggregate principal amount of the Existing Term Loan held by such Existing Lender immediately prior to the Effective Date (such Existing Lender’s “Existing Term Loan Amount”) and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that if such Existing Lender’s Effective Date Incremental Term Commitment exceeds such Existing Lender’s Existing Term Loan Amount, then such Existing First Amendment Lender shall be required a “Commitment” for all purposes under the Credit Agreement and (iii) the First Amendment Loans of the First Amendment Lenders shall be “Loans” (and have the same terms (including with respect to make an Effective Date Incremental Term Guaranty and Collateral and rights to payment and prepayment) as the existing Loans), for all purposes under the Credit Agreement and the other Loan Documents. In connection with this First Amendment, the outstanding Revolving Loans and participation interests shall be reallocated by causing such fundings and repayments (which shall not be subject to any processing and/or recordation fees) among the Lenders of the Revolving Loans as necessary such that, after giving effect to the Borrower First Amendment Revolving Loans, each Lender will hold Revolving Loans and participation interests based on the Effective Date in accordance with Section 1(a) hereof in an aggregate principal amount equal to such excess, and (ii) the its Percentage of Revolving Loans set forth on Schedule 1 attached hereto. The Borrower shall be deemed to have prepaid, on responsible for any costs arising under the Effective Date, an amount of the Existing Term Loan of each Existing Lender in an aggregate principal amount equal to the lesser of (A) Credit Agreement resulting from such Existing Lender’s Existing Term Loan Amount reallocation and (B) such Existing Lender’s Effective Date Incremental Term Commitment; provided that (1) if such Existing Lender’s Existing Term Loan Amount exceeds such Existing Lender’s Effective Date Incremental Term Commitment, then the Borrower shall be required to prepay in full, on the Effective Date in accordance with Section 1(c) hereof, the outstanding principal amount of the Existing Term Loan of such Existing Lender not deemed to be prepaid pursuant to this clause (ii) and (2) notwithstanding the operation of this clause (ii), the Borrower shall be required to pay to such Existing (1) Lender, on the Effective Date, all accrued but unpaid interest and fees on the outstanding principal amount of the Existing Term Loans of such Existing Lender immediately prior to the Effective Daterepayments.