Common use of Incremental Amendment Clause in Contracts

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 3 Term Lender agrees, effective as of the Amendment No. 1 3 Effective Date (as defined below), to extend the Amendment No. 1 3 Term Loans set forth opposite such Amendment No. 1 3 Term Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 3 Effective Date, (i) each Amendment No. 1 3 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 3 New Term Loan Commitment of each Amendment No. 1 3 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 3 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 3 New Term Loans of each Amendment No. 1 3 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 3 Effective DateDate except as set forth in the Amended Credit Agreement) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 3 New Term Loans will, upon funding, be an increase a separate Series of Term Loans and will be treated as a new Class of Term Loans, will have the same terms as the Initial Term Loans except as otherwise set forth in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment)Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, Agreement and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 3 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (fe) by executing and delivering this Amendment, each Amendment No. 1 3 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 3 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 3 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term 4 New Revolving Credit Lender agrees, effective as of the Amendment No. 1 4 Effective Date (as defined below)Date, to extend make available to the Borrower the Amendment No. 1 Term Loans 4 New Revolving Credit Commitments set forth opposite such Amendment No. 1 Term 4 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (c) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 4 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of KKR Corporate Lending (CA) LLC may be reduced on a non-pro rata basis such that, on and after the Amendment No. 4 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement in its entirety; (d) from and after the Amendment No. 1 4 Effective Date, (i) each Amendment No. 1 4 New Term Loan Revolving Credit Lender providing the Amendment No. 4 New Revolving Credit Commitments shall be a “New Term Loan Lender” and a “Term Loan Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 1 4 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender Revolving Credit Commitments shall be a “Term Loan Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 4 New Term Loan Facility shall constitute part Revolving Credit Loans in respect of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the such Amendment No. 1 4 New Term Loans of each Amendment No. 1 New Term Lender Revolving Credit Commitments shall each be a “New Term Loan” and “Term Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Term Loans Revolving Credit Commitments outstanding prior to the Amendment No. 1 4 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents; Documents and (div) each Amendment No. 4 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the parties hereto agree that Borrower to the Administrative Agent and an agreement by the Amendment No. 1 4 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (e) the Amendment No. 4 New Term Loans will, upon funding, Revolving Credit Commitments will be an increase in the Term Loans existing Revolving Credit Commitments outstanding prior to the Amendment No. 1 4 Effective Date (after giving effect to this Amendment), will constitute Term Loans Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term LoansRevolving Credit Commitments, will, together with the existing Term LoansRevolving Credit Commitments, be treated as one Class of Term LoansRevolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, and will have an initial Interest Period ending on same day as together with any Revolving Credit Loans funded under the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposesexisting Revolving Credit Commitments, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan be treated as one fungible tranche and (ii) unless otherwise required by applicable law, none Class of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basisRevolving Credit Loans); and (f) by executing and delivering this Amendment, each Amendment No. 1 4 New Term Loan Revolving Credit Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 4 New Term Loan Revolving Credit Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 1 4 New Term Loan Revolving Credit Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this Amendment constitutes a Joinder Agreement to “Incremental Facility Amendment”) is an amendment increasing the Existing Credit Agreement as Term Loans referred to in Section 2.14 2.25 of the Existing Credit Agreement;, and Parent Borrower and the Increasing Lenders hereby agree and notify you that: (bi) the total Incremental Term Commitment of the Increasing Lenders is $65,000,000; and (ii) subject to the satisfaction of the conditions to Borrowing under Section 5.2 of the Credit Agreement and to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment No. 1 Term Lender agrees, effective as the funding of the Amendment NoIncremental Term Loan will occur in one drawing upon the Parent Borrower’s request in accordance with Sections 2.1 and 5.2 of the Credit Agreement (provided that the Closing Date shall be the date hereof). 1 Effective Date In the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Commitment shall automatically terminate on such date unless the Increasing Lenders shall agree to an extension. (A) no Event of Default shall have occurred and be continuing or occur as defined below), to extend a result of the Amendment No. 1 Incremental Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached heretoLoan; (cB) from the proceeds of the Incremental Term Loans will be used solely for Permitted Acquisitions and the costs and expenses related thereto; (C) on a pro forma basis, after giving effect to the Amendment No. 1 Effective Datemaking of the Incremental Term Loan and the use of proceeds, the Consolidated Senior Leverage Ratio does not exceed 3.25 to 1.00; (D) on a pro forma basis (as set forth in the definition of the term “Permitted Acquisition” in the Credit Agreement), the Borrowers are in compliance with Section 7.1 of the Credit Agreement; and (E) Parent Borrower shall have delivered to the Administrative Agent and Increasing Lenders an officer’s certificate, dated the date of borrowing, certifying satisfaction of the requirements of Section 2.25(a) of the Credit Agreement, including as described in clauses (A), (iB), (C) each Amendment No. 1 New and (D) above. (b) Each of the Increasing Lenders and the Parent Borrower hereby agree that the Incremental Term Loan Lender shall made pursuant to this Incremental Facility Amendment will be a “New Term Loan Lender” and a “any Lender with an outstanding Incremental Term Loan will be a Term Lender” , in each case for any and all purposes under the Existing Credit Agreement and the other Credit Documents (A) shall rank pari passu in right of payment and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment right of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part security in respect of the “Credit Facility” for all purposes under Collateral with the Existing Credit Agreement and the other Credit Documents, existing Term Loans and (ivB) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding existing immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, effectiveness of this Incremental Facility Amendment. (c) The table set forth in Section 2.2 of the parties hereto intend to treat Credit Agreement is hereby amended by adding (i) all Amendment No. 1 New Term Loans to each quarterly installment from and existing Term Loan as one fungible tranche including the second quarterly installment to and including the twenty-forth quarterly installment, $169,565.22 and (ii) unless otherwise required by applicable lawto each quarterly installment from and including the twenty-fifth quarterly installment to and including the twenty-eighth quarterly installment, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;$15,275,000. (ed) each of the parties hereto hereby The Parent Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of used by the Existing Credit Agreement and Parent Borrower for the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf Acquisition and to exercise such powers under pay the Existing Credit Agreement costs and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental expenses related thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as followsEffective upon the satisfaction or waiver of the conditions precedent set forth in Section 3 below, the Borrowers, the Incremental Lenders and the Administrative Agent hereby agree that: (a) this This Section 2 is an Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.12 of the Existing Credit Agreement;Agreements. (b) subject Without limiting any provision of Section 1.10 of the Credit Agreements, Merger Sub Borrower is hereby designated as the borrower in respect of the Incremental Loans in accordance with Section 2.12(f) of the Credit Agreements, as such designation may be modified in writing by the Borrower Representative at any time and from time to time prior to the satisfaction funding of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as of Incremental Loans on the Amendment No. 1 Take Private Effective Date (as defined below), to extend the Amendment No. 1 Term Loans set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached hereto;Date. (c) from and after The aggregate principal amount of the Incremental Commitments on the Initial Effective Date is $375,000,000. (d) The Incremental Loans incurred pursuant to this Amendment shall be incurred using the Phase II Incremental Amount (as defined in Amendment No. 1 1). (e) The Incremental Commitments provided pursuant to this Amendment shall constitute Incremental Commitments referred to in Section 2.12 of each Credit Agreement and, on the Take Private Effective Date, (i) the Incremental Commitment of each Amendment No. 1 New Term Loan Incremental Lender shall become the Incremental Term Loans of such Incremental Lender. (f) The Incremental Loans shall have the same terms (after giving effect to the amendment set forth below in Sections 2(h) through (m)) and shall be a deemed to be “New Initial Term Loan Lender” and a “Term Loan LenderLoans” for all purposes under the Existing Credit Agreement Agreements and each other Loan Document, including, but not limited to the other Credit Documents and perform all fact that the obligations of, and have all Incremental Loans will mature on the rights of, a Lender thereunder, Maturity Date applicable to the Initial Term Loans. (iig) The proceeds of the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender Incremental Loans shall be a “Term Loan Commitment” for all purposes under used to partially fund the Existing Credit Agreement and Phase II Acquisition, the other Credit Documents, Restructuring Transactions and/or the Phase II Transaction Expenses. (iiih) the Amendment No. 1 New Term Loan Facility shall constitute part Effective as of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Take Private Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder the following new definition shall be deemed to: (i) confirm that it has received a copy added to Section 1.01 of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.alphabetical order:

Incremental Amendment. Each party hereto agrees as follows: (a) This amendment (this Amendment constitutes a “Increase Joinder”) is an Increase Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 2.20 of the Existing Credit Agreement;, and Borrower and the Incremental Term Lender hereby agree and notify you that: (bi) the total Incremental Term Loan Commitment of the Incremental Term Lender is $50,000,000; and (ii) subject to the satisfaction of the conditions set forth in Section 4 clauses (A) through (C) below, each Amendment Nothe funding of the Incremental Term Loan will occur in one drawing upon Borrower’s request in accordance with Section 2.02 of the Credit Agreement (provided that the Increase Effective Date shall be the date hereof). 1 In the event that all or any portion of the Incremental Term Loan is not borrowed on or before the date hereof, the unborrowed portion of the Incremental Term Loan Commitment shall automatically terminate on such date unless the Incremental Term Lender agreesshall, effective as in its sole discretion, agree to an extension. (A) each of the Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 Term Loans conditions set forth opposite such Amendment No. 1 Term Lender’s name in Schedule 1 attached heretoSection 3.02 of the Credit Agreement shall be satisfied; (cB) from no Default shall have occurred and be continuing or would result after giving effect to the Amendment No. 1 Effective Date, (i) each Amendment No. 1 New making of the Incremental Term Loan and (C) Borrower shall have delivered or caused to be delivered any other certificates, documents and opinions reasonably requested by the Administrative Agent in connection with the making of the Incremental Term Loan. (b) Each of the Incremental Term Lender shall and Borrower hereby agrees that the Incremental Term Loan made pursuant to this Increase Joinder will be a “New Term Loan Lender” and a “any lender with an outstanding Incremental Term Loan will be a Term Lender” , in each case for any and all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit DocumentsAgreement, and (ivA) shall rank pari passu in right of payment and right of security in respect of the Amendment No. 1 New Collateral with the existing Term Loans of each Amendment No. 1 New Term Lender and (B) shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding existing immediately prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposeseffectiveness of this Increase Joinder after giving effect to the First Amendment, except that the parties hereto intend to treat (i) all Amendment No. 1 New Borrower shall make quarterly principal payments on the Incremental Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none in an amount equal to 0.25% of the Borroweraggregate amount of Incremental Term Loans borrowed, payable on the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;last Business Day of each quarter, commencing on June 30, 2006. (ec) each of the parties hereto hereby Borrower covenants and agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness proceeds of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information used by Borrower as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf working capital and to exercise such powers under the Existing Credit Agreement pay related fees and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lenderexpenses.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject Subject to the satisfaction (or waiver in writing) of the conditions set forth in Section 4 below4(b) hereof, each 2018 Incremental Term Loan Lender on the 2018 Incremental Amendment NoEffective Date hereby severally agrees to provide the 2018 Incremental Term Loan Commitments. 1 Each 2018 Incremental Term Lender agrees, effective as Loan Commitment provided pursuant to this Section 3 of this Second Amendment shall be subject to all of the terms and conditions set forth in the Credit Agreement, including, without limitation, Sections 2.01(a)(ii) and 2.24 thereof. The 2018 Incremental Term Loan Lenders party hereto, the Administrative Agent and each Credit Party agree that this Section 3 of this Second Amendment No. 1 Effective Date (as defined below)is necessary and appropriate, in each of their reasonable opinions, to extend effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement. (b) Upon the occurrence of the 2018 Incremental Amendment No. 1 Effective Date, each 2018 Incremental Term Loan Lender party hereto (i) shall be obligated to make the 2018 Incremental Term Loans as provided in this Section 3 of this Second Amendment on the terms, and subject to the conditions, set forth opposite such in this Second Amendment No. 1 Term Lender’s name and (ii) to the extent provided in Schedule 1 attached hereto;this Second Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. (c) from Each Borrower acknowledges and after the Amendment No. 1 Effective Date, agrees that (i) each all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment No. 1 New Term Loan Lender shall be a “New Term Loan Lender” constitute and a “Term Loan Lender” for all purposes under form part of the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunderObligations, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender it shall be a “Term Loan Commitment” liable for all purposes under the Existing Credit Agreement Obligations with respect to all 2018 Incremental Term Loans made pursuant to this Section 3 of this Second Amendment and the other Credit Documents, (iii) all such Obligations (including all such 2018 Incremental Term Loans) shall be entitled to the Amendment No. 1 New Term Loan Facility shall constitute part benefits of the “Credit Facility” for all purposes under the Existing Credit Agreement Collateral Documents and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;Guaranty. (d) all The 2018 Incremental Term Loan Commitments of the parties hereto agree that 2018 Incremental Term Loan Lenders shall automatically terminate upon the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes funding of the Existing Credit Agreement, will have 2018 Incremental Term Loan Lenders on the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the 2018 Incremental Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;. (e) each The definition of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding “Initial Term Loans on a pro rata basis; and (f) by executing Loans” is hereby amended and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information restated in its entirety as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.follows:

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 6 New Term Loan Lender agrees, effective as of the Amendment No. 1 6 Effective Date (as defined below), to extend the Amendment No. 1 6 New Term Loans set forth opposite such Amendment No. 1 6 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 6 Effective Date, (i) each Amendment No. 1 6 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 6 New Term Loan Commitment of each Amendment No. 1 6 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 6 New Term Loan Facility shall constitute part of the “Credit FacilityFacilities” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 6 New Term Loans of each Amendment No. 1 6 New Term Loan Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 6 Effective Date) ), except as may be set forth in the Amended Credit Agreement, for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 6 New Term Loans will, upon funding, be an increase a separate Series of Term Loans and will be treated as a new Class of Term Loans, will have the same terms as the Initial Term Loans except as otherwise set forth in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment)Amended Credit Agreement, will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, Agreement and will have an initial Interest Period ending on the same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 6 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 6 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any Amendment No. 6 Joint Lead Arranger, any other Amendment No. 1 6 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 1 6 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject Subject solely to the satisfaction (or waiver in writing) of the conditions precedent set forth in Section 4 belowhereof, each Amendment No. 1 the 2025-2 Incremental Term Lender agrees, effective as hereby agrees to provide the full amount of the 2025-2 Incremental Term Commitment and agrees to make, on the Third Amendment NoEffective Date, the 2025-2 Incremental Term Loans to the Borrowers in an aggregate principal amount equal to the 2025-2 Incremental Term Commitment. 1 The 2025-2 Incremental Term Commitment provided pursuant to this Section 2 of this Third Amendment shall be subject to all of the terms and conditions set forth in the Amended Credit Agreement, including, without limitation, Sections 2.01(a)(ii) and 2.24 thereof, and the obligation of the 2025-2 Incremental Term Lender to make the 2025-2 Incremental Term Loans on the Third Amendment Effective Date (as defined below)shall be subject to the satisfaction, or waiver in accordance with Section 10.05 of the Credit Agreement, of the conditions precedent set forth in Section 2.24 of the Credit Agreement. The 2025-2 Incremental Term Lender, the Agent and each Credit Party agree that this Section 2 of this Third Amendment is necessary and appropriate, in each of their reasonable opinions, to extend effect the provisions of Section 2.24 of the Credit Agreement and shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.24(f) of the Credit Agreement. (b) Immediately upon the occurrence of the Third Amendment No. 1 Effective Date, the 2025-2 Incremental Term Loans Lender (i) shall be obligated to establish the 2025-2 Incremental Term Commitment and to make the 2025-2 Incremental Term Loans, in each case, as provided in this Section 2 of this Third Amendment on the terms set forth opposite such in this Third Amendment No. 1 Term Lender’s name and (ii) to the extent provided in Schedule 1 attached hereto;this Third Amendment, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. (c) from Immediately upon the establishment of the 2025-2 Incremental Term Commitment and after the incurrence of the 2025-2 Incremental Term Loans pursuant thereto on the Third Amendment No. 1 Effective Date, (i) each Amendment No. 1 New such 2025-2 Incremental Term Loan Lender Loans shall be a “New added to (and form part of) each Term Loan Lender” and a “Borrowing of existing Initial Term Loan Lender” for all purposes Loans outstanding under the Existing Credit Agreement and immediately prior to the other Credit Documents and perform all effectiveness of this Third Amendment on a pro rata basis (based on the obligations ofrelative sizes of the various outstanding Term Borrowings), and have all the rights of, a so that each Initial Term Lender thereunderwill participate proportionately in each then outstanding Term Borrowing of Initial Term Loans, (ii) in connection with the Amendment No. 1 New foregoing, the Agent shall (and is hereby authorized to) take all necessary actions to ensure that all Initial Term Loan Commitment Lenders participate in each Term Borrowing of each Amendment No. 1 New Initial Term Loan Lender shall be Loans (after giving effect to the incurrence of the 2025-2 Incremental Term Loans) on a “pro rata basis (based upon the then outstanding principal amount of all Initial Term Loan Commitment” for all purposes under Loans held by the Existing Credit Agreement and the other Credit DocumentsInitial Term Lenders at such time), (iii) the Amendment No. 1 New 2025-2 Incremental Term Loan Facility Loans shall constitute part a single Class of Term Loans with the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and Initial Term Loans and (iv) the Amendment No. 1 New 2025-2 Incremental Term Loans of each Amendment No. 1 New shall constitute “Initial Term Lender shall each be a “New Term LoanLoans” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under under, and subject to the Existing Credit Agreement and provisions of, the other Credit Documents;. (d) all The Borrower Representative hereby designates that the entire amount of the parties hereto agree that 2025-2 Incremental Term Commitment is being incurred in reliance on the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;Incremental Incurrence-Based Amount. (e) each The 2025-2 Incremental Term Commitment of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, 2025-2 Incremental Term Lender shall automatically terminate upon the effectiveness funding of the making of the Amendment No. 1 New 2025-2 Incremental Term Loans on the Third Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to is an “Incremental Amendment” referenced in Section 2.14 2.09(e) of the Existing Credit Term Loan Agreement; (b) subject to . 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 4 below3 hereof (the date on which such conditions are satisfied, each the “Incremental Amendment Effective Date”). On the Incremental Amendment Effective Date immediately after the establishment of the No. 1 Incremental Term Lender agreesCommitments, effective as of the Amendment each No. 1 Effective Date (as defined below)Incremental Term Lender shall, to extend the Amendment on a several basis, make No. 1 Incremental Term Loans to the Borrowers in the principal amount set forth opposite such Amendment No. 1 Incremental Term Lender’s name in on Schedule 1 attached A hereto; (c) from and after ; provided that the Amendment Borrowers agree that each No. 1 Effective Date, (i) each Amendment Incremental Term Lender’s obligation to make a No. 1 New Incremental Term Loan Lender to the Borrowers as provided in this Incremental Amendment shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under satisfied by the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment deemed delivery by such No. 1 New Incremental Term Loan Commitment Lender of each Amendment 100% of the proceeds of the No. 1 New Incremental Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment Loans of such No. 1 New Incremental Term Loan Facility shall constitute part of Lender to the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans Note Sellers (as defined in Section 3 hereof) as specified in the applicable Borrowing Request in satisfaction of each Amendment the payment of the purchase price owed to such Note Seller under the Note Purchase Agreement. The No. 1 New Incremental Term Lender Commitments shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect decreased to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date ($0 immediately after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Incremental Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required contemplated by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;preceding sentence. (eb) each of the parties hereto hereby agrees that the Administrative Agent mayBorrowers, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New 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 Lender.Agreement immediately prior to the Incremental Amendment Effective Date (the “Existing Term Loans”). After giving effect hereto on the Incremental Amendment Effective Date, the No. 1 Incremental Term Loans shall be deemed to be Loans and the Loans shall be deemed increased by the amount of the No. 1

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 5 New Term Loan Lender agrees, effective as of the Amendment No. 1 5 Effective Date (as defined below), to extend the Amendment No. 1 5 New Term Loans set forth opposite such Amendment No. 1 5 New Term Loan Lender’s name in Schedule 1 attached hereto; (c) from and after the Amendment No. 1 5 Effective Date, (i) each Amendment No. 1 5 New Term Loan Lender shall be a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 5 New Term Loan Commitment of each Amendment No. 1 5 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 5 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 5 New Term Loans of each Amendment No. 1 5 New Term Lender shall each be an “Initial Term Loan”, a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Initial Term Loans outstanding prior to the Amendment No. 1 5 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 5 New Term Loans will, upon funding, be an increase in the Initial Term Loans outstanding prior to the Amendment No. 1 5 Effective Date (after giving effect to this Amendment), will constitute Initial Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Initial Term Loans, will, together with the existing Initial Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Initial Term Loans outstanding prior to the Amendment No. 1 5 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 5 New Term Loans and existing Initial Term Loan Loans as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 5 New Term Loans on the Amendment No. 1 5 Effective Date, all such Amendment No. 1 5 New Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; (f) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 5 New Revolving Credit Lender agrees, effective as of the Amendment No. 5 Effective Date, to make available to the Borrower the Amendment No. 5 New Revolving Credit Commitments set forth opposite such Amendment No. 5 New Revolving Credit Lender’s name in Schedule 1 attached hereto; (g) the Borrower, the Lenders party hereto (constituting all Revolving Credit Lenders on the Amendment No. 5 Effective Date) and the Administrative Agent agree that (i) the Revolving Credit Commitment of certain Revolving Credit Lenders may be reduced on a non-pro rata basis such that, on and after the Amendment No. 5 Effective Date, its Revolving Credit Commitment is as set forth on Schedule 2 attached hereto and (ii) Schedule 2 attached hereto shall, with respect to the Revolving Credit Commitments only, supersede and replace Schedule 1.1(b) of the Existing Credit Agreement and Schedule 2 to Amendment No. 4 in its entirety; (h) from and after the Amendment No. 5 Effective Date, (i) each Amendment No. 5 New Revolving Credit Lender providing the Amendment No. 5 New Revolving Credit Commitments shall be a “Revolving Credit Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Revolving Credit Lender thereunder, (ii) the Amendment No. 5 New Revolving Credit Commitments shall be a “Revolving Credit Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 5 New Revolving Credit Loans in respect of such Amendment No. 5 New Revolving Credit Commitments shall be “Revolving Credit Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Revolving Credit Maturity Date, and rights to prepayment and repayment) as the Revolving Credit Commitments outstanding prior to the Amendment No. 5 Effective Date, as such terms are amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and (iv) each Amendment No. 5 New Revolving Credit Lender shall be a “Letter of Credit Issuer” with a Letter of Credit Commitment in the amount set forth in the definition of clause (a) thereof as set forth in the Existing Credit Agreement (as amended by this Amendment) for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Letter of Credit Issuer thereunder (and this Amendment constitutes notice from the Borrower to the Administrative Agent and an agreement by the Amendment No. 5 Revolving Credit Lenders to become new Letter of Credit Issuers, in each case, as required by Section 3.6(a) of the Existing Credit Agreement); (i) the Amendment No. 5 New Revolving Credit Commitments will be an increase in the existing Revolving Credit Commitments outstanding prior to the Amendment No. 5 Effective Date (after giving effect to this Amendment), will constitute Revolving Credit Commitments for all purposes of the Existing Credit Agreement, will have the same terms as the existing Revolving Credit Commitments, will, together with the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Commitments (and any Revolving Credit Loans funded thereunder will, together with any Revolving Credit Loans funded under the existing Revolving Credit Commitments, be treated as one Class of Revolving Credit Loans); and (fj) by executing and delivering this Amendment, each Amendment No. 1 5 New Revolving Credit Lender and Amendment No. 5 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 5 New Revolving Credit Lender, any other Amendment No. 5 New Term Loan Lender or any other Lender or Agent 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 Existing Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement (as amended by this Amendment) and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement (as amended by this Amendment) are required to be performed by it as an Amendment No. 1 5 New Revolving Credit Lender and an Amendment No. 5 New Term Loan Lender, as applicable.

Incremental Amendment. Each party hereto agrees as follows: (a) this This Incremental Amendment constitutes a Joinder an “Incremental Amendment” pursuant to Section 2.12 of the Credit Agreement to (the Existing Credit Agreement as amended by this Incremental Amendment is referred to in Section 2.14 of herein as the Existing “Amended Credit Agreement;”). (b) subject Subject to the satisfaction of the terms and conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective as herein and the occurrence of the Incremental Amendment No. 1 Effective Date (as defined below) (i) there is hereby established under the Amended Credit Agreement a new Class of Incremental Loans entitled the “Term B-3 Loans” (the Lenders holding such Term B-3 Loans (or Commitments in respect thereof), including the Additional Lender, are referred to extend herein as “Term B-3 Lenders”) and (ii) the Additional Lender party hereto agrees to make to the Term B-3 Borrowers, jointly and severally, on the Incremental Amendment NoEffective Date, a loan in Dollars in the form of a Term B-3 Loan in an aggregate principal amount equal to $170,000,000. 1 Amounts borrowed under this Section 1(b) and repaid or prepaid may not be reborrowed. Term B-3 Loans set forth opposite such Amendment Nomay be Base Rate Loans or Eurodollar Rate Loans, as further provided in the Amended Credit Agreement. 1 Notwithstanding anything in the Credit Agreement to the contrary, the required notice periods for the initial funding of the Term Lender’s name in Schedule 1 attached hereto;B-3 Loans shall be as agreed between the Borrowers and the Administrative Agent. (c) from The Term B-3 Borrowers shall, jointly and after severally, repay to the Administrative Agent for the ratable account of the Term B-3 Lenders on the last Business Day of each March, June, September and December, commencing March 31, 2014, an aggregate principal amount equal to 0.25% of the aggregate principal amount of all Term B-3 Loans outstanding on the Incremental Amendment No. 1 Effective Date, Date (i) each Amendment No. 1 New Term Loan Lender which payments shall be reduced as a “New Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Credit Agreement and the other Credit Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part result of the “application of prepayments in accordance with the order of priority set forth in Section 2.03 of the Amended Credit Facility” for Agreement). The Term B-3 Borrowers shall, jointly and severally, repay all purposes under outstanding Term B-3 Loans on the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Original Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents;. (d) all of The Term B-3 Loans shall bear interest based on the parties hereto agree same Applicable Rate and the same Eurodollar Rate or Base Rate provisions, as applicable, that are applicable to the Term B-1 Loans and Term B-2 Loans, including, that the Amendment No. 1 New Term Loans will, upon funding, be an increase “floors” set forth in the Term Loans outstanding prior definition of “Eurodollar Rate” and “Base Rate” in the Credit Agreement shall also apply to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term B-3 Loans for all purposes of under the Existing Amended Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above;. (e) each of The prepayment provisions applicable to the parties hereto hereby agrees that Term B-1 Loans and Term B-2 Loans under the Administrative Agent mayCredit Agreement shall continue to apply, and shall also be applicable to the Term B-3 Loans, under the Amended Credit Agreement. In addition, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure event that, upon on or prior to the effectiveness of date that is one year after the making of the Incremental Amendment No. 1 New Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New the Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: B-3 Borrowers (i) confirm that it has received a copy make any prepayment of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together Term B-3 Loans in connection with copies of the financial statements referred to therein and such other documents and information any Term B-3 Repricing Transaction (as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; defined below) or (ii) agree that it willeffect any amendment of the Amended Credit Agreement resulting in a Term B-3 Repricing Transaction, independently the Term B-3 Borrowers shall, jointly and without reliance upon severally, pay to the Administrative Agent, for the Collateral Agentratable account of each applicable Term B-3 Lender, (x) in the case of clause (i), a prepayment premium of 1% of the amount of the Term B-3 Loans being prepaid and (y) in the case of clause (ii), a payment equal to 1% of the aggregate amount of the applicable Term B-3 Loans outstanding immediately prior to such amendment. For purposes of the foregoing, “Term B-3 Repricing Transaction” means (A) any other Amendment No. 1 New prepayment or repayment of the Term Loan Lender B-3 Loans with the proceeds of, or any conversion of, the Term B-3 Loans into other Lender Loans for the primary purpose of prepaying, repaying or Agent replacing the Term B-3 Loans and based on such documents and information as it shall deem appropriate at having or resulting in an All-In Yield less than the time, continue to make its own credit decisions in taking All-In Yield of the Term B-3 Loans being prepaid or not taking action under the Existing Credit Agreement; repaid or (iiiB) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated any amendment to the Administrative Agent or Term B-3 Loans the Collateral Agent, as primary purpose of which is to reduce the case may be, by the terms thereof, together with All-In Yield of such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan LenderB-3 Loans.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment constitutes a Joinder Agreement to the Existing Credit Agreement as referred to in Section 2.14 of the Existing Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender agrees, effective a. On and as of the Incremental Amendment No. 1 Effective Date (as defined below), to extend the Amendment No. 1 party hereto providing the Incremental Term Loans Loan Commitment (as defined below) as indicated on Annex I hereto (the “Incremental Term Loan Lender”) hereby provides the Incremental Term Loan Commitment set forth opposite such Amendment No. 1 its name on Annex I attached hereto (it being agreed that the Incremental Term Lender’s name in Schedule 1 attached hereto; Loans (cas defined below) from shall be funded at 99.75% of the principal amount thereof, and after notwithstanding said discount all calculations hereunder and under the Amendment No. 1 Effective DateCredit Agreement with respect to the Incremental Term Loans, including the accrual of interest and the repayment or prepayment of principal, shall be based on 100% of the stated principal amount thereof) on the terms and subject to the conditions provided for herein (i) each Amendment No. 1 New the “Incremental Term Loan Lender Commitment” and the loans to be made in respect thereof subject to the terms and conditions provided for herein, the “Incremental Term Loans”). The Incremental Term Loans shall be a “New provided in accordance with, and be subject to all of the terms and conditions set forth in, the Credit Agreement (including, without limitation, Section 2.14 thereof). b. The Incremental Term Loan Lender” , Holdings and a “the Borrowers acknowledge and agree that upon the incurrence of Incremental Term Loans pursuant to the Incremental Term Loan Lender” Commitment, such loans shall constitute Initial Term Loans (and Term Loans and Loans) for all purposes under of the Existing Credit Agreement and the other Credit Documents applicable Loan Documents. It is understood and perform all agreed that on the obligations of, and have all the rights of, a Lender thereunder, (ii) the Amendment No. 1 New Term Loan Commitment of each Amendment No. 1 New Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Credit Agreement and the other Credit Documents, (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New Term Loans of each Amendment No. 1 New Term Lender shall each be a “New Term Loan” and “Term Loans” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term Loans outstanding prior to the Amendment No. 1 Effective Date) for all purposes under the Existing Credit Agreement and the other Credit Documents; (d) all of the parties hereto agree that the Amendment No. 1 New Term Loans will, upon funding, be an increase in the Term Loans outstanding prior to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness date of the making of the Amendment No. 1 New Incremental Term Loans, and notwithstanding anything to the contrary set forth in Section 2.02 of the Credit Agreement, the Incremental Term Loans on the Amendment No. 1 Effective Date, all such Amendment No. 1 New shall be added to (and form part of) each Term Loans are included in each Borrowing of outstanding Initial Term Loans on a pro rata basis; andbasis (based on the relative sizes of the various outstanding Term Borrowings), so that each Lender of Term Loans will participate proportionately in each then outstanding Borrowing of Term Loans. (f) by executing c. The Incremental Term Loan Lender, Holdings and delivering the Borrowers agree to the terms and conditions set forth herein in respect of the Incremental Term Loan Commitment provided pursuant to this Incremental Amendment, each Amendment No. 1 New . d. The Incremental Term Loan Lender hereunder shall be deemed to: (i) confirm confirms that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits theretoLoan Documents, together with copies of the financial statements referred to therein therein, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; Incremental Amendment and to become a Lender under the Credit Agreement, (ii) agree agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender Incremental Arrangers or any other Lender or Agent 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 Existing Credit Agreement; Agreement and the other Loan Documents, (iii) appoint acknowledges and authorize agrees that no fiduciary or advisory relationship between the Administrative Agent and/or the Incremental Arrangers, on the one hand, and the Collateral Incremental Term Loan Lender, on the other hand, is intended to be or has been created in respect of any of the transactions contemplated by this Incremental Amendment, (iv) acknowledges and agrees that the Incremental Term Loan Lender is capable of evaluating and understanding, and it understands and accepts, the terms, risks and conditions of the transactions contemplated by this Incremental Amendment, (v) acknowledges and agrees that the Administrative Agent, the Incremental Arrangers or any of their respective Affiliates may have received fees or other compensation from Holdings or any of its Affiliates in connection with this Incremental Amendment which may or may not be publicly disclosed and such fees or compensation do not affect the Incremental Term Loan Lender’s independent credit decision to enter into the transactions contemplated by this Incremental Amendment, (vi) acknowledges and agrees that notwithstanding that no fiduciary or similar relationship exists between the Administrative Agent and/or the Incremental Arrangers, on the one hand, and the Incremental Term Loan Lender, on the other hand, the Incremental Term Loan Lender hereby waives, to the fullest extent permitted by law, any claims it may have against the Administrative Agent, the Incremental Arrangers or their respective Affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Administrative Agent, the Incremental Arrangers and their respective Affiliates shall have no liability (whether direct or indirect) to the Incremental Term Loan Lender in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Incremental Term Loan Lender, including the Incremental Term Loan Lender’s stockholders, employees or creditors, (vii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; thereto and (ivviii) agree agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement and the other Loan Documents are required to be performed by it as a Lender or a Term Lender. e. Upon (x) the occurrence of the Incremental Amendment Effective Date and (y) the satisfaction (or waiver as provided for therein) of the conditions precedent set forth in Section 7 below, the Incremental Term Loan Lender (i) shall be obligated to make the Incremental Term Loans committed to be made by it as provided in this Incremental Amendment on the date such conditions are so satisfied (or waived), on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Incremental Amendment and (ii) to the extent provided in this Incremental Amendment, shall have the rights and obligations of a Lender and a Term Lender thereunder and under the other applicable Loan Documents; provided that (x) if the conditions precedent set forth in Section 7 below are not satisfied (or waived) on or prior to November 10, 2016 (the “Incremental Commitment Termination Date”), then the Incremental Term Loan Commitment shall immediately terminate and the Incremental Term Loan Lender shall have no further obligation hereunder to make Incremental Term Loans to the Borrowers and (y) only one drawing of Incremental Term Loans may be made by the Borrowers on or prior to the Incremental Commitment Termination Date. f. The Borrowers acknowledge and agree that (i) they shall be liable for all Obligations with respect to the Incremental Term Loan Commitment provided hereby, including, without limitation, all Incremental Term Loans made pursuant hereto and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and each Guaranty. g. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitment provided hereby and all Incremental Term Loans made pursuant thereto (i) shall be fully guaranteed pursuant to their respective Guaranties as, and to the extent, provided therein and in the Credit Agreement and shall constitute Guaranteed Obligations under and as defined in the Guaranties and (ii) are fully secured by the Collateral Documents and shall be entitled to the benefits of their respective Collateral Documents as, and to the extent, provided therein and in the Credit Agreement and shall constitute Secured Obligations under and as defined in the Security Agreement. h. The Incremental Term Loans to be made as provided in this Incremental Amendment shall constitute an increase in the existing Term Loan Tranche outstanding under the Credit Agreement and shall be on the same terms as, and become part of, the existing Term Loan Tranche under the Credit Agreement. The Borrowers hereby unconditionally promise to repay the Term Loans (including the Incremental Term Loans) in accordance with the schedule of installment payments set forth in Section 2.07(a) of the Credit Agreement (after giving effect to the amendments thereto effected hereby and as the same may be further adjusted in accordance with the provisions of the Credit Agreement). Interest will begin accruing on the Incremental Term Loans on the Incremental Loan Funding Date (as defined below). i. On and as of the date of the funding of the Incremental Term Loans to the Borrowers hereunder (the “Incremental Loan Funding Date”), the Borrowers and the other parties hereto agree that (i) unless the context clearly requires otherwise, the Incremental Term Loan Lender will be deemed to be a “Lender” for all purposes of the Credit Agreement and the other Loan Documents (and each reference therein to the “Lenders” will be deemed to include the Incremental Term Loan Lender), (ii) unless the context clearly requires otherwise, the definitions of the terms “Initial Term Loans”, “Term Loans”, “Loans” and “Term Facility” shall be deemed modified to include the Incremental Term Loans, (iii) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order therein: “Amendment No. 1 New Term Loan Lender2” means Amendment No. 2, dated as of November 10, 2016, to this Agreement, (iv) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate alphabetical order therein: “Amendment No. 2 Effective Date” means November 10, 2016 and (v) Section 2.07(a) of the Credit Agreement shall be deleted in its entirety and be replaced with the new Section 2.07(a) contained in Annex II hereto.

Incremental Amendment. Each party hereto agrees as follows: (a) this Amendment (i) constitutes a Joinder Agreement to the Existing Credit Agreement an Incremental Term Loan Amendment as referred to in Section 2.14 2.05(c) of the Existing Credit Agreement and (ii) is deemed to satisfy the notice requirements with respect to the establishment of Incremental Term Loans required pursuant to 2.05(a) of the Credit Agreement; (b) subject to the satisfaction of the conditions set forth in Section 4 below, each Amendment No. 1 Term Lender 12 ▇▇▇▇ ▇▇▇▇▇▇ agrees, effective as of the Amendment No. 1 12 Effective Date (as defined below)Date, to extend the Amendment No. 1 12 Term Loans set forth opposite such Amendment No. 1 Term Lender12 ▇▇▇▇ ▇▇▇▇▇▇’s name in Schedule 1 II attached hereto; (c) from and after the Amendment No. 1 12 Effective Date, (i) each Amendment No. 1 New 12 Term Loan Lender shall be a an “New Incremental Term Loan Lender” and a “Term Loan Lender” for all purposes under the Existing Amended Credit Agreement and the other Credit Loan Documents and perform all the obligations of, and have all the rights of, a Lender thereunder, (ii) each of the Amendment No. 1 New 12 Term Loan Commitment Commitments of each Amendment No. 1 New 12 Term Loan Lender shall be a “Term Loan Commitment” for all purposes under the Existing Amended Credit Agreement and the other Credit Documents, Loan Documents and (iii) the Amendment No. 1 New Term Loan Facility shall constitute part of the “Credit Facility” for all purposes under the Existing Credit Agreement and the other Credit Documents, and (iv) the Amendment No. 1 New 12 Term Loans of each Amendment No. 1 New 12 Term Lender shall each be an “Incremental Term Loan”, a “New Term Loan” and a “Term LoansB-7 Loan” (and have the same terms (including with respect to Guarantees, Collateral, Applicable Margin, Initial Term Loan Maturity Date, and rights to prepayment and repayment) as the Term B-7 Loans outstanding prior to the Amendment No. 1 12 Effective DateDate (the “Existing Term Loans”)) for all purposes under the Existing Amended Credit Agreement and the other Credit Loan Documents;; and (d) all The Amendment No. 12 Term Loans shall be made as a single Borrowing of the parties hereto agree Term Loans denominated in Dollars, with an initial Interest Period that commences on the Amendment No. 1 New Term Loans will, upon funding, be an increase in 12 Effective Date and ends on the Term Loans outstanding prior last day of the Interest Period applicable to the Amendment No. 1 Effective Date (after giving effect to this Amendment), will constitute Term Loans for all purposes of the Existing Credit Agreement, will have the same terms as the existing Term Loans, will, together with the existing Term Loans, be treated as one Class of Term Loans, and will have an initial Interest Period ending on same day as the current Interest Period for the Term Loans outstanding prior to the Amendment No. 1 Effective Date. For U.S. federal income tax purposes, the parties hereto intend to treat (i) all Amendment No. 1 New Term Loans and existing Term Loan as one fungible tranche and (ii) unless otherwise required by applicable law, none of the Borrower, the Administrative Agent or any Lender shall take any tax position inconsistent with clause (i) above; (e) each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of the making of the Amendment No. 1 New Term Loans on the Amendment No. 1 12 Effective Date. During such initial Interest Period, the Yield applicable to the Amendment No. 12 Term Loans shall be the same as the Yield (other than the issue price) applicable for the Existing Term Loans as of the Amendment No. 12 Effective Date. From and after the Amendment No. 12 Effective Date, all such the Term B-7 Loans and the Amendment No. 1 New 12 Term Loans are included in each shall constitute a single Class and a single Borrowing of outstanding Initial Term Loans on a pro rata basis; and (f) by executing and delivering this Amendment, each Amendment No. 1 New Term Loan Lender hereunder shall be deemed to: (i) confirm that it has received a copy of the Existing Credit Agreement and the other Credit Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment; (ii) agree that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any other Amendment No. 1 New Term Loan Lender or any other Lender or Agent 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 for all purposes under the Existing Amended Credit Agreement; (iii) appoint and authorize the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Existing Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent or the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that it will perform in accordance with their terms all of the obligations which by the terms of the Existing Credit Agreement are required to be performed by it as an Amendment No. 1 New Term Loan Lender.