Common use of Incremental Facility Amendment Clause in Contracts

Incremental Facility Amendment. Each tranche of Incremental Term Loans and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment).

Incremental Facility Amendment. (a) Each tranche 2020 Incremental Term Loan Lender (immediately following the effectiveness of Section 1 above) hereby agrees to provide the commitment for the amount of the 2020 Incremental Term Loans and Limited Condition Transaction set forth opposite its name on Schedule 1 hereto (the “2020 Incremental Term Loan Commitments”). Each 2020 Incremental Revolving Facility Lender (immediately following the effectiveness of Section 1 above) hereby agrees to make available the commitment for the amount of the 2020 Incremental Revolving Facility Commitment set forth opposite its name on Schedule 1 hereto to the Borrower as an increase to the Revolving Credit Commitment in effect immediately prior to the First Amendment Effective Date. The 2020 Incremental Term Loan Commitments and each 2020 Incremental Revolving Commitment Increase shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; Facility Commitments provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section First Amendment shall be subject to all of the terms and conditions set forth in the requested amount Amended Credit Agreement, including, without limitation, Sections 2.01 and proposed terms of the relevant Incremental Extension of Credit2.22 thereof. Any additional bankThe Administrative Agent, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to Holdings and the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under agree that this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender Section 2 is necessary and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion each of the Administrative Agenttheir reasonable opinions, to effect the provisions of this Section 2.22 of the Existing Credit Agreement and shall constitute an Incremental Facility Amendment pursuant to and in accordance with Section 2.22 of the Amended Credit Agreement. (including to provide for voting provisions applicable b) Upon the incurrence of the 2020 Incremental Term Loans pursuant to the Additional Lenders comparable First Amendment, such 2020 Incremental Term Loans, upon funding, will (i) be an increase in the Initial Term Loans outstanding prior to the First Amendment Effective Date, (ii) constitute Initial Term Loans for all purposes of the Amended Credit Agreement, except as otherwise set forth herein, and (iii) together with the Initial Term Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Term Loans. (c) Upon the 2020 Incremental Revolving Facility Commitments becoming available pursuant to the First Amendment, such 2020 Incremental Revolving Facility Commitments (and any related Loans funded pursuant thereto) will (i) be an increase in the Initial Revolving Credit Commitment available prior to the First Amendment Effective Date, (ii) upon funding, constitute Initial Revolving Loans for all purposes of the Amended Credit Agreement, except as otherwise set forth herein, and (iii) together with the Initial Revolving Loans outstanding prior to the First Amendment Effective Date, be treated as one Class of Revolving Loans. (d) Upon the occurrence of the First Amendment Effective Date, each 2020 Incremental Term Loan Lender (i) shall make the 2020 Incremental Term Loans as provided in this First Amendment on the terms, and subject to the conditions, set forth in this First Amendment and (ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (e) Upon the occurrence of the First Amendment Effective Date, (x) each 2020 Incremental Revolving Facility Lender (i) shall make the 2020 Incremental Revolving Facility Commitments available as provided in this First Amendment on the terms, and subject to the conditions, set forth in this First Amendment and (ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents and (y) all outstanding Revolving Loans and other Initial Revolving Credit Exposure outstanding immediately prior to the First Amendment Effective Date (if any) shall be reallocated in accordance with the provisions of clause (BSection 2.22(f) of the second proviso Existing Credit Agreement. (f) The 2020 Incremental Term Loan Commitments of Section 8.02(b)). The effectiveness each 2020 Incremental Term Loan Lender shall automatically terminate upon the funding of any the 2020 Incremental Term Loans on the First Amendment Effective Date. (g) Each 2020 Incremental Term Loan Lender and 2020 Incremental Revolving Facility Amendment shallLender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents, unless otherwise agreed together with copies of the financial statements referred to by therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this First Amendment; (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the Additional Lendersother Loan Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be subject performed by it as a Lender. (h) The Administrative Agent and, with respect to clause (ii) below, the satisfaction Swingline Lender and Issuing Banks, hereby consents to (i) the 2020 Incremental Term Loan Lenders party hereto providing the 2020 Incremental Term Loan Commitments and the 2020 Incremental Term Loans on the effective date thereof of each of the conditions terms set forth in Section 4.02 herein and (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to ii) the applicable 2020 Incremental Revolving Facility Amendment)Lenders party hereto providing the 2020 Incremental Revolving Facility Commitments on the terms set forth herein.

Incremental Facility Amendment. Each tranche of Incremental Term Loans The parties hereto agree and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase acknowledge that for all purposes this Amendment shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (considered an “Incremental Facility Amendment”,” as such term is defined in and used in the Credit Agreement, each Incremental Revolving Tranche Credit Facility shall constitute an “Incremental Revolving Tranche Facility,” as such term is defined in and used in the Credit Agreement and each Incremental Revolving Tranche Facility shall constitute a Facility separate from the other Incremental Revolving Tranche Facility for all purposes of the Credit Agreement, including for determining (i) the Applicable Percentages of each Incremental Revolving Tranche Lender with respect to this Agreement andeach Incremental Revolving Tranche Facility, (ii) whether, as appropriateto an Incremental Revolving Tranche Facility, the other Loan Documents, executed by the Borrower, such Additional an Incremental Revolving Tranche Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by is an existing Revolving Appropriate Lender, an increase in (iii) which Lenders constitute Required Incremental Revolving Tranche Lenders as to such Incremental Revolving Lender’s Tranche Facility, and (iv) the Incremental Revolving Commitment) under this Agreement upon Tranche Exposure with respect to each Incremental Revolving Tranche Facility; provided that for the effectiveness purpose of computing the usage of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, basket in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (Ba) of the second proviso first sentence of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each subsection 2.6 of the conditions set forth Credit Agreement, the aggregate amount of outstanding Incremental Revolving Tranche Commitments (as defined below) and Incremental Revolving Tranche Loans (as defined below) provided pursuant to this Amendment shall be disregarded. In furtherance of the foregoing, in Section 4.02 (it being understood and agreed that all instances in the Credit Agreement where references appear to a Borrowing in Section 4.02 “the Incremental Revolving Tranche Facility”, “the Incremental Revolving Tranche Commitments” or “the Incremental Revolving Tranche Loans”, such references shall be deemed to refer to “each applicable Incremental Revolving Tranche Facility”, “the applicable Incremental Facility AmendmentRevolving Tranche Commitments” and “the applicable Incremental Revolving Tranche Loans,” as appropriate, mutatis mutandis. The Incremental Revolving Tranche Facilities shall rank pari passu in right of payment and of security with the other Facilities existing under the Credit Agreement on the Amendment Effective Date (as defined below).

Incremental Facility Amendment. Each tranche (a) The 2020 Incremental Term Loan Lender (immediately following the effectiveness of Section 1 above) hereby agrees to provide the commitment for the entire amount of the 2020 Incremental Term Loans and Limited Condition Transaction Revolving Commitments and each Revolving (the “2020 Incremental Term Loan Commitment”). The 2020 Incremental Term Loan Commitment Increase shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section First Amendment shall be subject to all of the terms and conditions set forth in the requested amount Amended Credit Agreement, including, without limitation, Sections 2.01(b) and proposed terms of the relevant 2.22 thereof. The 2020 Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such PersonTerm Loan Lender, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender Holdings and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under Borrower agree that this Agreement upon the effectiveness Section 2 of the applicable Incremental Facility Amendment. An Incremental Facility First Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be is necessary or and appropriate, in the opinion each of the Administrative Agenttheir reasonable opinions, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) 2.22 of the second proviso of Section 8.02(b)). The effectiveness of any Amended Credit Agreement and shall constitute an Incremental Facility Amendment shallpursuant to and in accordance with Section 2.22 of the Amended Credit Agreement. (b) Upon the incurrence of the 2020 Incremental Term Loans pursuant to the First Amendment, unless such 2020 Incremental Term Loans, upon funding, will (i) be an increase in the Initial Term Loans outstanding prior to the First Amendment Effective Date, (ii) constitute Initial Term Loans for all purposes of the Amended Credit Agreement, except as otherwise agreed set forth herein, and (iii) together with the Initial Term Loans outstanding prior to by the Administrative Agent and the Additional LendersFirst Amendment Effective Date, be treated as one Class of Term Loans. The Incremental Term Loans, once disbursed pursuant to this First Amendment, shall be assigned the same CUSIP as the Initial Term Loans. (c) Upon the occurrence of the First Amendment Effective Date, the 2020 Incremental Term Loan Lender (i) shall be obligated to make the 2020 Incremental Term Loans as provided in this First Amendment on the terms, and subject to the satisfaction on the effective date thereof of each of the conditions conditions, set forth in Section 4.02 this First Amendment and (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer ii) to the extent provided in this First Amendment and the Amended Credit Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. (d) The 2020 Incremental Facility Amendment)Term Loan Commitment of the 2020 Incremental Term Loan Lender shall automatically terminate upon the funding of the 2020 Incremental Term Loans on the First Amendment Effective Date.

Incremental Facility Amendment. Each tranche (a) The Borrower and the Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of the Additional Term Lender and the aggregate amount of Incremental Term Loans and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an integral multiple of amount equal to up to $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; 150,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to shall only be allowed on draw under this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bankAgreement, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit which shall be reasonably satisfactory to for a Borrowing of either $100,000,000 or $150,000,000); and (ii) the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable New Tranche B Term Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction made on the effective first date thereof of each of on which the conditions set forth in Sections 2.20(a) and 4.02 of the Credit Agreement and Section 4.02 3 hereof have been satisfied in full (it being understood the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments. (b) The Additional Term Lender and agreed the Borrower hereby agree that each New Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all references other terms as the Tranche B Term Loans, except that the New Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, the Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to a Borrowing the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 4.02 shall be deemed 2.10 of the Credit Agreement is hereby amended by adding $375,000 to refer each principal payment due on each payment date beginning with December 31, 2006 through December 31, 2011 and by adding $142,125,000 to the applicable Incremental Facility Amendment)principal payments due on the Tranche B Maturity Date. (d) The Commitments of the Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. Each tranche (a) The Borrower and each Additional Term Lender party hereto hereby agree that: (i) the Commitment (the “New Tranche B Commitment”) of each Additional Term Lender and the aggregate amount of Incremental Term Loans and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase which shall be borrowed (the “Additional Tranche B Term Loans”) pursuant to this Amendment shall be in an integral multiple of amount equal to up to $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; 100,000,000 (provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to shall only be allowed one draw under this Section shall set forth Agreement); (ii) the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit Additional Tranche B Term Loans shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction made on the effective first date thereof of each of on which the conditions set forth in Sections 2.20 and 4.02 of the Credit Agreement and Section 4.02 4 hereof have been satisfied in full (it being understood the “Incremental Facility Effective Date”), which shall be the Incremental Facility Closing Date with respect to the New Tranche B Commitments; and (iii) the Applicable Rate for the Additional Tranche B Term Loans shall at all times be equal to 2.00% per annum for Eurodollar Loans and agreed 1.00% per annum for ABR Loans. (b) Each Additional Term Lender and the Borrower hereby agree that each Additional Tranche B Term Loan funded pursuant to this Amendment will have the same ranking and all references other terms as the Tranche B Term Loans, except that the Additional Tranche B Term Loans shall accrue interest from and including the Incremental Facility Effective Date, and, from and after the Incremental Facility Effective Date, each Additional Term Lender will be a Lender and a Tranche B Lender for any and all purposes under the Credit Agreement. (c) To give effect to a Borrowing the Additional Tranche B Term Loans, the parties hereto agree that the table set forth in Section 4.02 shall be deemed 2.10(a) of the Credit Agreement is hereby amended by adding $250,000 to refer each principal payment due on each payment date beginning with June 30, 2007 through December 31, 2010 and by adding $24,062,500 to the applicable Incremental Facility Amendment)principal payment due each payment date beginning with March 31, 2011 through the Tranche B Maturity Date. (d) The Commitments of each Additional Term Lender hereunder shall terminate if the Additional Tranche B Term Loans are not borrowed in full by the fifth Business Day after the date hereof.

Incremental Facility Amendment. Each tranche of Incremental Term Loans and Limited Condition Transaction Revolving Commitments Facility shall be evidenced by an amendment (an "Incremental Facility Amendment") to this Agreement, giving effect to the modifications permitted by this Article III, executed by the Borrowers, the Guarantors, the Agents and each Revolving Commitment Increase Lender (including any new Lender, if any) providing a portion of such Incremental Term Facility, which such amendment, when so executed, shall amend this Agreement as provided therein. Each Incremental Term Facility shall also require such amendments to the other Loan Documents, and such other new Loan Documents, as the Agents deem necessary or appropriate to effect the modifications permitted by this Article III. The Borrowers agree to pay the reasonable fees, costs and expenses of the Agents relating to any Incremental Facility Amendment and the transactions contemplated thereby. Notwithstanding anything to the contrary in Section 12.02, neither the Incremental Facility Amendment, nor any such amendments to the other Loan Documents or such other new Loan Documents, shall be required to be executed or approved by any Person, other than the Loan Parties, the Required Lenders, the Lenders providing a portion of the Incremental Term Facility, the Administrative Agent and the Origination Agent, in an integral multiple of $5,000,000 and order to be in an aggregate principal amount that is not less than $5,000,000effective; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section shall set forth the requested amount execution and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without any such amendment to the consent of any other Lenders, effect such amendments to this Agreement Loan Documents or any such other new Loan Document as may shall not be necessary unreasonably withheld or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b))delayed. The effectiveness of any Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, shall be subject to to, among other things, the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing 5.02, and, except as otherwise specified in Section 4.02 shall be deemed to refer to the applicable Incremental Facility Amendment), the Origination Agent shall have received customary legal opinions, resolutions and other customary closing documents and certificates reasonably requested by the Agents in connection therewith.

Incremental Facility Amendment. Each tranche of (a) With respect to the 2021 New Term Loans, this Amendment is an Incremental Term Loans and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase shall be Facility Amendment referred to in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms 2.14(d) of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (Agreement and, solely with respect to the extent 2021 Incremental Term Loans, is being incurred in reliance on the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional Lender Incurrence Test. The Borrower and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any Incremental Facility Amendment shallhereby agree that, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction of the conditions in Article III hereof, on the effective date thereof Second Amendment Effective Date (as defined below), the 2021 Refinancing Term Commitment of each 2021 Refinancing Term Lender and the 2021 Incremental Term Commitment of each 2021 Incremental Term Lender shall become effective. Subject to the satisfaction of the conditions set forth in Section 4.02 Article III hereof, the Incremental Facility Closing Date with respect to this Amendment shall be the Second Amendment Effective Date. (it being understood b) Except as otherwise expressly set forth herein and agreed on Exhibit A hereto, the 2021 New Term Loans shall have terms that all references are identical to those of the Existing Term Loans (after giving effect to the amendments set forth herein and the Amended Credit Agreement). The 2021 Incremental Term Loans shall constitute an increase to the 2021 Refinancing Term Loans and the 2021 Refinancing Term Loans and the 2021 Incremental Term Loans shall have the same terms (after giving effect to the amendments set forth herein and the Amended Credit Agreement). The Borrower shall pay any fees or other amounts payable to or for the account of the Additional Lenders at the times and in the manner set forth in the Credit Agreement. (c) For the avoidance of doubt, on and after the Second Amendment Effective Date, (i) the 2021 Refinancing Term Loans and the 2021 Incremental Term Loans shall constitute a Borrowing single Class of Loans or Term Commitments under the Credit Agreement; (ii) each of the 2021 Refinancing Term Lenders and the 2021 Incremental Term Lenders shall constitute a single Class of Lenders under the Credit Agreement and (iii) each reference in Section 4.02 the Credit Agreement and in each other Loan Document to “Term Loans” or “Initial Term Loans” shall be deemed to refer a reference to the applicable 2021 New Term Loans, and each reference to “Term Lenders” or “Initial Term Lenders” shall be deemed a reference to the 2021 New Term Lenders. (d) On the Second Amendment Effective Date, (i) each existing Term Lender (immediately prior to giving effect to the transactions herein) (each, an “Existing Term Lender”) shall have its Existing Term Loans prepaid in full and (ii) the Borrower shall pay to each Existing Term Lender all accrued and unpaid interest on and fees related to the Existing Term Loans to, but not including, the Second Amendment Effective Date. (e) The Borrower shall use the 2021 Incremental Facility Term Loans to prepay a portion of the loans under the Bridge Credit Agreement (as defined in the Amended Credit Agreement) and to pay transaction fees and expenses in connection with the foregoing and this Amendment). (f) On the Second Amendment Effective Date, the 2021 New Term Lenders constitute all of the Lenders under the Credit Agreement, and each such Lender hereby agrees and consents to the amendments to the Existing Credit Agreement as set forth in Exhibit A to this Amendment. (g) The 2021 Refinancing Term Loans shall constitute Refinancing Term Loans under the Credit Agreement and shall meet all the requirements of such Refinancing Term Loans under the Credit Agreement.

Incremental Facility Amendment. Each tranche In connection with the establishment of any Incremental Term Loans Commitment and/or any Incremental Revolving Credit Commitment, and Limited Condition Transaction Revolving Commitments notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, this Agreement and each Revolving Commitment Increase the other Loan Documents shall be in an integral multiple of $5,000,000 amended (and be in an aggregate principal amount that is not less than $5,000,000; provided that the parties hereto hereby authorize the Agent to enter into any such amount may be less than $5,000,000 if documentation) to give effect to such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Term Commitment and/or Incremental Revolving Credit set forth above. Each notice from the Borrower Commitment pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) documentation (any such bankdocumentation, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (an “Incremental Facility Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowerapplicable Incremental Lenders providing such Incremental Term Commitment and/or Incremental Revolving Credit Commitment, such Additional Lender the Loan Parties and the Administrative Agent. No Lender shall be obligated to provide any Incremental Extension of Credit, unless it so agrees. Commitments in respect of any Incremental Extensions of Credit shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness of the applicable Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Person (including any existing Lender), including amendments: (i) to reflect the existence and terms of such Incremental Term Commitment or Incremental Revolving Credit Commitment (including, for the avoidance of doubt, but subject to the limitations set forth herein, the structure of any Incremental Term Advance as a “delayed draw” term loan, customary call protection, customary “most favored nation” pricing protection, customary amend-and-extend provisions, customary buyback provisions, customary repricing amendment provisions, customary refinancing facility provisions, customary mandatory prepayments, and any such other terms or conditions applicable to such Incremental Term Commitment and/or Incremental Revolving Credit Commitment and required by the Lenders of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment), (ii) to make such other changes to this Agreement and the other Loan Documents consistent with the provisions and intent of such Incremental Term Commitment and/or Incremental Revolving Credit Commitment, including adding provisions to permit such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to share in the benefits of this Agreement and the other Loan Documents (including to permit such Incremental Term Facility that is secured on a parity basis with the Facilities to share in any mandatory prepayment provided herein if and to the extent required pursuant to the Incremental Facility Amendment executed and delivered in connection therewith) and to include the Lenders for such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, in the definition of “Required Lenders” or any other similar voting provisions, effect such amendments to as applicable, (iii) notwithstanding any other provisions of this Agreement or any other Loan Document Documents to the contrary, if applicable, to permit the loans under such Incremental Term Commitment or Incremental Revolving Credit Commitment, as the case may be, to be “fungible” (including for purposes of the Internal Revenue Code) with any other then-existing Loans under this Agreement, and (iv) to effect such other amendments to the this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section 8.02(b)). The effectiveness of any such Incremental Facility Amendment shall, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 shall be deemed to refer to the applicable Term Commitment or Incremental Facility Amendment)Revolving Credit Commitment.

Incremental Facility Amendment. Each tranche of Incremental Term Loans The parties hereto agree and Limited Condition Transaction Revolving Commitments and each Revolving Commitment Increase acknowledge that for all purposes (A)(i) this Agreement shall be in an integral multiple of $5,000,000 and be in an aggregate principal amount that is not less than $5,000,000; provided that such amount may be less than $5,000,000 if such amount represents all the remaining availability under the aggregate principal amount of Incremental Extensions of Credit set forth above. Each notice from the Borrower pursuant to this Section shall set forth the requested amount and proposed terms of the relevant Incremental Extension of Credit. Any additional bank, financial institution, existing Lender or other Person that elects to extend Incremental Extensions of Credit shall be reasonably satisfactory to the Borrower (and, solely to the extent the approval of the Administrative Agent would otherwise be required for an assignment of the applicable Loans in respect of such Incremental Extension of Credit to such Person, the Administrative Agent) (any such bank, financial institution, existing Lender or other Person being called an “Additional Lender”) and, if not already a Lender, shall become a Lender under this Agreement pursuant to an amendment (considered an “Incremental Facility Amendment”, (ii) to this Agreement andthe Delayed Draw Incremental Term Facility provided herein shall be considered an “Incremental Term Facility”, as appropriate, (iii) the other Delayed Draw Incremental Term Loan Documents, executed by the Borrower, such Additional Lender and the Administrative Agent. No Lender shall be obligated considered an “Incremental Term Lender”, (iv) the borrowing to provide any be made hereunder shall be considered an “Incremental Extension Term Borrowing”, (v) the commitment of Creditthe Delayed Draw Incremental Term Loan Lender hereunder to make the Delayed Draw Incremental Term Loan pursuant to the terms hereof shall be considered an “Incremental Term Commitment” and (vi) the Loan made pursuant to this Section 2 shall be considered an “Incremental Term Loan”, unless it so agrees. Commitments as such terms are defined in and used in the Credit Agreement; and (B) the “Required Incremental Delayed Draw Term Loan Lenders” (as such term is defined below) shall be considered “Required Facility Lenders”, as such term is defined and used in the Credit Agreement, in respect of any the Delayed Draw Incremental Extensions Term Facility and shall be afforded the protections of Credit shall become Commitments (or “Required Facility Lenders” in the case of any Revolving Commitment Increase to be provided by an existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this Agreement upon the effectiveness respect of the applicable Delayed Draw Incremental Facility Amendment. An Incremental Facility Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement or any other Loan Document as may be necessary or appropriate, in the opinion of the Administrative AgentTerm Facility, to effect the provisions of this Section (including to provide for voting provisions applicable to the Additional Lenders comparable to the provisions of clause (Bextent set forth in subsection 11.1(a) of the second proviso Credit Agreement. Furthermore, (x) the parties hereto agree and acknowledge that for all purposes, (i) the Obligations in respect of Section 8.02(b)the Delayed Draw Incremental Term Loan as provided herein shall be considered “Credit Agreement Obligations” and (ii) the Delayed Draw Incremental Term Facility as provided herein shall be considered one of the “Credit Facilities”, as such terms are defined in the Intercreditor Agreement, and (y) the parties hereto agree and acknowledge that for all purposes the Delayed Draw Incremental Term Facility as provided herein constitutes a “Credit Facility” under and as defined in the Indentures (as defined in the Credit Agreement). The effectiveness For purposes hereof, “Required Incremental Delayed Draw Term Loan Lenders” shall mean Incremental Delayed Draw Term Loan Lenders as of any date of determination, holding more than 50% of the sum of (a) the total outstanding Delayed Draw Incremental Term Loan on such date, and (b) the aggregate unused commitments in respect of the Delayed Draw Incremental Term Facility Amendment shallon such date; provided that the unused commitments in respect of the Delayed Draw Incremental Term Facility of, unless otherwise agreed to by the Administrative Agent and the Additional Lenders, be subject to the satisfaction on the effective date thereof of each portion of the conditions set forth in Section 4.02 (it being understood and agreed that all references to a Borrowing in Section 4.02 total outstanding Delayed Draw Incremental Term Loan held or deemed held by, any Defaulting Lender shall be deemed to refer to the applicable excluded for purposes of making a determination of Required Incremental Facility Amendment)Delayed Draw Term Lenders.