Common use of Required Amendments Clause in Contracts

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, without the consent of any Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.16. For the avoidance of doubt, this Section 2.16(d) shall supersede any provisions in Section 11.10. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with Section 4.4. 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 each Incremental Facility, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Loan Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Incremental Term Loans evidenced thereby, and any joinder agreement or amendment by Borrower, each existing Lender providing the Incremental Term Loan Commitment under such Incremental Facility and the other Incremental Term Loan Lender under such Incremental Facility (each an “Incremental Facility AmendmentJoinder Agreement”) ), may, without the consent of any Lenders other than the Lenders providing the applicable Incremental FacilityLenders, effect such amendments to this Loan Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.08(d) (including any amendments that are not adverse to the interests of any Lender (solely in its capacity as a Lender hereunder) that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the Initial Loans to be of the same Class as such Initial Loans (or any Incremental Term Loans that are intended to be of the same Class as previous Incremental Term Loans (incurred as a separate Class from the Initial Loans) to be of the same Class as such previous Incremental Term Loans). For the avoidance of doubt, this Section 2.16(d2.08(d) shall supersede any provisions in Section 11.1012.01 to the contrary. From and after each Incremental Effective Date, the Incremental Term Loans and Incremental Term Loan Commitments established pursuant to this Section 2.08 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Loan Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Security Documents. The Loan Parties shall take any actions reasonably required by Administrative Agent or the Administrative Collateral Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.4. 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 each Incremental Facility, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith8.15.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental FacilityRevolving Loan Commitment, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility Revolving Loan Commitment and the Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect effectuate the provisions of this Section 2.16. For 1.1(d), and, for the avoidance of doubt, this Section 2.16(d1.1(d) shall supersede any provisions in Section 11.108.1. From and after each Incremental Effective Date, the Incremental Revolving Loans and Revolving Loan Commitment established pursuant to this Section 1.1(d) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Incremental Revolving Loans and CommitmentsIncremental Revolving Credit Commitment, including, without limitation, compliance with Section 4.4. 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 each Incremental Facility, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith4.13(c).

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.161.1(e). For the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) (other than with respect to any Incremental Facility that is unsecured or that is secured by a lien on the Collateral ranking junior to the liens on the Collateral securing the then outstanding Term Loans and Incremental Equivalent Indebtedness) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.44.12(a). Each of the parties hereto hereby agrees that Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans of such Class on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans of such Class that are Term SOFR Loans to be converted into a Borrowing of Term Loans of such Class that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans of such Class that are Term SOFR Loans on a pro rata basis. Any conversion of Term SOFR Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of Term SOFR Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition, the scheduled amortization payments under Section 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans of such Class for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation. Notwithstanding any other provision of this Agreement to the contrary, each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, (x) upon the effectiveness of each Incremental FacilityRevolving Loan Commitment that is an increase in the existing Revolving Loan Commitments, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The , (y) upon the effectiveness of each Incremental Revolving Loan Commitment that establishes Revolving Loan Commitments of a new Class, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on the Revolving Loan Commitments (and related outstandings), (B) repayments required upon the Maturity Date of any Revolving Loan, and (C) repayments made in connection with a permanent repayment and termination of the Revolving Loans or Revolving Loan Commitments (subject to subclause (3) below)) of Revolving Loans after the effective date of such Incremental Facility Amendment Revolving Loan Commitment shall be subject made on a pro rata basis with all other Revolving Loans, (2) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent repayment of Revolving Loans with respect to, and reduction and termination of Revolving Loan Commitments after the effective date of such Incremental Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Loans, except that the Borrower shall be permitted to permanently repay the Revolving Loans of any Class and reduce or terminate the Revolving Loan Commitments of any Class on a greater than pro rata basis as compared to the satisfaction on the date thereof Revolving Loans of each any other Class or Revolving Loan Commitments of the conditions set forth above and as any other Class with a later Maturity Date than such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithRevolving Loans of such Class or such Revolving Loan Commitments of such Class.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement and the other Loan Documents shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans and Commitments evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect effectuate the provisions of this Section 2.16. For 1.1(b), and, for the avoidance of doubt, this Section 2.16(d1.1(b) shall supersede any provisions in Section 11.109.1. The Loan Parties shall take any actions reasonably required by Lenders hereby irrevocably authorize the Administrative Agent to ensure and/or demonstrate that enter into amendments to the Liens Agreement and the other Loan Documents (including but not limited to modifications to provisions regarding pro rata payments or sharing of payments) with the Credit Parties as may be necessary in order to establish any Incremental Facility and effect such technical amendments as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrowers in connection with the establishment of any Incremental Facility, in each case on terms consistent with this Section. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(b) shall constitute Loans and Commitments under, and as provided in such amendment, shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guarantees and security interests granted created by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with Section 4.4. 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 each Incremental Facility, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithDocuments.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section 2.162.1(e). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the BorrowerBorrower Representative, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the Initial Term Loans to be of the same Class as such Initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). 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 thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (iibasis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition the scheduled amortization payments under Section 2.8(a) required to be made after the Lender providing each making of any Incremental Revolving Loan Commitment shares Term Loans which are not separate Classes shall be ratably in increased by the aggregate principal amount of such Incremental Term Loans for all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject Lenders on a pro rata basis to the satisfaction on extent necessary to avoid any reduction in the date thereof of each of amortization payments to which the conditions set forth above and as Term Lenders were entitled before such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithrecalculation.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.161.1(e). For the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) (other than with respect to any Incremental Facility that is unsecured or that is secured by a lien on the Collateral ranking junior to the liens on the Collateral securing the then outstanding Term Loans and Incremental Equivalent Indebtedness) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.44.12(a). Each of the parties hereto hereby agrees that Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition the scheduled amortization payments under Section 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation. Notwithstanding any other provision of this Agreement to the contrary, each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, (x) upon the effectiveness of each Incremental FacilityRevolving Loan Commitment that is an increase in the existing Revolving Loan Commitments, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The , (y) upon the effectiveness of each Incremental Revolving Loan Commitment that establishes Revolving Loan Commitments of a new Class, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on the Revolving Loan Commitments (and related outstandings), (B) repayments required upon the Maturity Date of any Revolving Loan, and (C) repayments made in connection with a permanent repayment and termination of the Revolving Loans or Revolving Loan Commitments (subject to subclause (3) below)) of Revolving Loans after the effective date of such Incremental Facility Amendment Revolving Loan Commitment shall be subject made on a pro rata basis with all other Revolving Loans, (2) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent repayment of Revolving Loans with respect to, and reduction and termination of Revolving Loan Commitments after the effective date of such Incremental Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Loans, except that the Borrower shall be permitted to permanently repay the Revolving Loans of any Class and reduce or terminate the Revolving Loan Commitments of any Class on a greater than pro rata basis as compared to the satisfaction on the date thereof Revolving Loans of each any other Class or Revolving Loan Commitments of the conditions set forth above and as any other Class with a later Maturity Date than such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithRevolving Loans of such Class or such Revolving Loan Commitments of such Class.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Funding Date to be of the same Class as such initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). 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 thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (iibasis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition, the scheduled amortization payments under Section 2.8(a) required to be made after the Lender providing each making of any Incremental Revolving Loan Commitment shares Term Loans which are not separate Classes shall be ratably in increased by the aggregate principal amount of such Incremental Term Loans for all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject Lenders on a pro rata basis to the satisfaction on extent necessary to avoid any reduction in the date thereof of each amortization payments to which the Term Lenders were entitled before such recalculation. Each of the conditions set forth above parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action and make other amendments to this Agreement as such other conditions as requested by the Lenders under the may be reasonably necessary to ensure that all Incremental Facility established in connection therewithTerm Loans which are not separate Classes are fungible with any then outstanding Term Loans.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agents and the Borrower, to effect effectuate the provisions of this Section 2.16. For 1.1(e), and, for the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and CommitmentsCommitments to the extent provided in Section 4.13. Each of the parties hereto hereby agrees that the Administrative Agent may, includingin consultation with the Borrower, without limitationtake any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate tranches, compliance with when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 4.410.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition the scheduled amortization payments under Section 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate tranches shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. 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 each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental FacilityTerm Loan Commitment, this Agreement shall may be amended by the Borrower and the Lenders providing the Incremental Term Loan Commitment, together with the Administrative Agent at the reasonable request of the Lenders providing the Incremental Term Loan Commitment, to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility Term Loan Commitment and the Incremental Term Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent Agent, the Lenders providing the Incremental Term Loan Commitment, and the Borrower, to effect effectuate the provisions of this Section 2.16. For 2.1(d), and, for the avoidance of doubt, this Section 2.16(d2.1(d) shall supersede any provisions in Section 11.1010.10. From and after the Incremental Term Loan Borrowing Date, the Loans and Commitments established pursuant to this Section 2.1(d) shall constitute Term Loans and Loans, and Term Loan Commitments and Commitments, under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Parties Borrower shall take any actions reasonably required by the Administrative Agent Agent, including, without limitation, obtaining any documents from the Seller reasonably required to do so, to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under first priority Liens in favor of the UCC Administrative Agent in any Collateral purported to be covered thereby except as expressly permitted by the terms thereof or otherwise the terms of this Agreement after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with Section 4.4. 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 each Incremental Facility, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. The Agent shall promptly notify each Lender as to the effectiveness of each Incremental Assumption Agreement. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental FacilityAssumption Agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of such the Incremental Facility and the Revolving Commitments and/or Incremental Revolving Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect effectuate the provisions of this Section 2.16. For 1.1(c), and, for the avoidance of doubt, this Section 2.16(d1.1(c) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Incremental Revolving Commitments established pursuant to this Section 1.1(c) shall constitute Loans and Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guaranties and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Incremental Revolving Commitments, including, without limitation, compliance with Section 4.44.13(b). Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the BorrowerBorrower Representative, take any and all action actions as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental Facility, (i) Revolving Loans made under such that all Incremental Revolving Loan Commitment Loans, when originally made, are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and basis. This may be accomplished by (i) requiring the outstanding Revolving Loans to be prepaid with the proceeds of a new Borrowing of Revolving Loans, (ii) causing the Lender providing each Revolving Lenders to assign portions of their outstanding Revolving Loans to Incremental Revolving Loan Commitment shares ratably in Lenders or (iii) any combination of the aggregate principal amount foregoing. Any conversion of all outstanding Revolving Loans, Swing LIBOR Rate Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Revolving Loan is to be allocated to an existing Interest Period for a LIBOR Rate Loan, then the satisfaction on interest rate thereof for such Interest Period and the date other economic consequences thereof of each of the conditions shall be as set forth above and as such other conditions as requested by in the Lenders under the applicable Incremental Facility established in connection therewithAssumption Agreement.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.161.1(e). For the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. The From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. Within time periods to be reasonably agreed, the Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.44.13(c). 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 thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (iibasis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are Libor Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are Libor Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition the scheduled amortization payments under Section 1.8(a) required to be made after the Lender providing each making of any Incremental Revolving Loan Commitment shares Term Loans which are not separate Classes shall be ratably in increased by the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.such

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and US-DOCS\99983253.20 the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.161.1(e). For the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) (other than with respect to Incremental Equivalent Indebtedness) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.44.12(a). Each of the parties hereto hereby agrees that Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition the scheduled amortization payments under Section 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders were entitled before such recalculation. Notwithstanding any other provision of this Agreement to the contrary, each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, (x) upon the effectiveness of each Incremental FacilityRevolving Loan Commitment that is an increase in the existing Revolving Loan Commitments, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The , (y) upon the effectiveness of each Incremental Revolving Loan Commitment that establishes Revolving Loan Commitments of a new Class, (1) the borrowing and repayment (except for (A) payments of interest and fees at different rates on the Revolving Loan Commitments (and related outstandings), (B) repayments required upon the Maturity Date of any Revolving Loan, and (C) repayments made in connection with a permanent repayment and termination of the Revolving Loans or Revolving Loan Commitments (subject to subclause (3) below)) of Revolving Loans after the effective date of such Incremental Facility Amendment Revolving Loan Commitment shall be subject made on a pro rata basis with all other Revolving Loans, (2) all Swing Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Lenders and (3) the permanent US-DOCS\99983253.20 repayment of Revolving Loans with respect to, and reduction and termination of Revolving Loan Commitments after the effective date of such Incremental Revolving Loan Commitments shall be made on a pro rata basis with all other Revolving Loans, except that the Borrower shall be permitted to permanently repay the Revolving Loans of any Class and reduce or terminate the Revolving Loan Commitments of any Class on a greater than pro rata basis as compared to the satisfaction on the date thereof Revolving Loans of each any other Class or Revolving Loan Commitments of the conditions set forth above and as any other Class with a later Maturity Date than such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithRevolving Loans of such Class or such Revolving Credit Commitments of such Class.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental FacilityTerm Loan, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility Term Loan and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect effectuate the provisions of this Section 2.16. For 1.1(e), and, for the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans established pursuant to this Section 1.1(e) shall constitute Loans under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with to the extent provided in Section 4.44.13. 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 thatthat all Incremental Term Loans which are not separate tranches, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (ii) basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the Lender providing date of each such Incremental Revolving Term Loan, or by allocating a portion of each such Incremental Term Loan Commitment shares ratably in to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the satisfaction on the date thereof of each of the conditions interest rate thereon for such Interest Period shall be as set forth above and as such other conditions as requested by in the Lenders under the applicable Incremental Facility established in connection therewithTerm Loan joinder agreement or amendment.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Closing Date to be of the same Class as such initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the BorrowerBorrower Representative, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating ​ ​ ​ a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition, the scheduled amortization payments under Section 2.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower Representative, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect effectuate the provisions of this Section 2.16. For , and, for the avoidance of doubt, this Section 2.16(d) 2.16 shall supersede any provisions in Section 11.1011.4 (except Section 11.4(k)). From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.16 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty Agreements and security interests created by the applicable Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.4Sections 6.14 and 6.17. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the BorrowerBorrowers, take any and all action as may be reasonably necessary to ensure that all Incremental Priority Term Loans or Incremental Second Out Term Loans which are not separate tranches, when originally made, are included in each Borrowing of outstanding Priority Term Loans or Second Out Term Loans, as applicable, on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Priority Term Loans or Second Out Term Loans that are Eurodollar Loans to be converted into a Borrowing of Priority Term Loans or Second Out Term Loans, as applicable, that are Base Rate Loans on the date of each such Incremental Priority Term Loan or Incremental Second Out Term Loan, or by allocating a portion of each such Incremental Priority Term Loan or Second Out Term Loan to each outstanding Borrowing of Priority Term Loans or Second Out Term Loans, as applicable, that are Eurodollar Loans on a pro rata basis. In addition, the scheduled amortization payments under Section 2.7 required to be made after the making of any Incremental Priority Term Loans or Incremental Second Out Term Loans which are not separate tranches shall be ratably increased by the aggregate principal amount of such Incremental Priority Term Loans or Incremental Second Out Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders holding Priority Term Loans or Second Out Term Loans were entitled before such recalculation. Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with the Borrowers, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Credit Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Credit Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis basis, and (ii) the Lender providing each Incremental Revolving Loan Credit Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Loans and participations in Swing Loans and Letter of Credit L/C Obligations. The effectiveness This may be accomplished by requiring each outstanding Borrowing of any Revolving Loans that are Eurodollar Loans to be converted into a Borrowing of Revolving Loans that are Base Rate Loans on the date of each such Incremental Facility Amendment Revolving Loan, or by allocating a portion of each such Incremental Revolving Loan to each outstanding Borrowing of Revolving Loans that are Eurodollar Loans on a pro rata basis. Any conversion of Eurodollar Loans to Base Rate Loans required by this Section 2.16(d) shall be subject to Section 9.1. If any Loan advanced pursuant to an Incremental Facility is to be allocated to an existing Interest Period for a Borrowing of Eurodollar Loans, then the satisfaction on the date thereof of each of the conditions interest rate thereon for such Interest Period shall be as set forth above and as such other conditions as requested by in the Lenders under the applicable Incremental Facility established in connection therewithjoinder agreement or amendment.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect effectuate the provisions of this Section 2.16. For subsection 1.1(e), and, for the avoidance of doubt, this Section 2.16(dsubsection 1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, (x) the Loans and Commitments established pursuant to this subsection 1.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents and (y) the Incremental Term Lenders holding such Loans and Commitments shall constitute Lenders hereunder. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.4subsection 4.12(c). 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 thatthat all Incremental Term Loans which are not separate tranches, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (iibasis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. CH\1898062.5 If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition, the scheduled amortization payments under subsection 1.8(a) required to be made after the Lender providing each making of any Incremental Revolving Loan Commitment shares Term Loans which are not separate tranches shall be ratably in increased by the aggregate principal amount of such Incremental Term Loans for all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject Lenders on a pro rata basis to the satisfaction on extent necessary to avoid any reduction in the date thereof of each of amortization payments to which the conditions set forth above and as Term Loan Lenders were entitled before such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithrecalculation.”

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Closing Date to be of the same Class as such initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). 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 thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (iibasis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition the scheduled amortization payments under Section 2.8(a) required to be made after the Lender providing each making of any Incremental Revolving Loan Commitment shares Term Loans which are not separate Classes shall be ratably in increased by the aggregate principal amount of such Incremental Term Loans for all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject Lenders on a pro rata basis to the satisfaction on extent necessary to avoid any reduction in the date thereof of each of amortization payments to which the conditions set forth above and as Term Lenders were entitled before such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithrecalculation.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Restatement Date to be of the same Class as such initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). 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 thatthat all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are SOFR Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are SOFR Loans on a pro rata basis. Any conversion of SOFR Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of SOFR Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition, the scheduled amortization payments under Section 2.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action and make other amendments to this Agreement as may be reasonably necessary to ensure that (A) all Incremental Term Loans which are not separate Classes are fungible with any then outstanding Term Loans and (B) upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i1) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii2) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the Initialany prior Incremental Term Loans to be of the same Class as such InitialIncremental Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). Each of the parties hereto hereby agrees that Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition the scheduled amortization payments under Section 2.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect effectuate the provisions of this Section 2.16. For , and, for the avoidance of doubt, this Section 2.16(d) 2.16 shall supersede any provisions in Section 11.1011.4 (except Section 11.4(k)). From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.16 shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the Guaranty Agreements and security interests created by the applicable Collateral Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Sections 6.14 and 6.17. 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 all Incremental Term Loans which are not separate tranches, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are Eurodollar Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are Eurodollar Loans on a pro rata basis. In addition, the scheduled amortization payments under Section 4.42.7 required to be made after the making of any Incremental Term Loans which are not separate tranches shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Lenders holding Term Loans were entitled before such recalculation. 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 each Incremental FacilityRevolving Credit Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Credit Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis basis, and (ii) the Lender providing each Incremental Revolving Loan Credit Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Loans and participations in Swing Loans and Letter of Credit L/C Obligations. The effectiveness This may be accomplished by requiring each outstanding Borrowing of any Revolving Loans that are Eurodollar Loans to be converted into a Borrowing of Revolving Loans that are Base Rate Loans on the date of each such Incremental Facility Amendment Revolving Loan, or by allocating a portion of each such Incremental Revolving Loan to each outstanding Borrowing of Revolving Loans that are Eurodollar Loans on a pro rata basis. Any conversion of Eurodollar Loans to Base Rate Loans required by this Section 2.16(d) shall be subject to Section 9.1. If any Loan advanced pursuant to an Incremental Facility is to be allocated to an existing Interest Period for a Borrowing of Eurodollar Loans, then the satisfaction on the date thereof of each of the conditions interest rate thereon for such Interest Period shall be as set forth above and as such other conditions as requested by in the Lenders under the applicable Incremental Facility established in connection therewithjoinder agreement or amendment.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Funding Date to be of the same Class as such initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). 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 thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (iibasis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR RateSOFR Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR RateSOFR Loans on a pro rata basis. Any conversion of LIBOR RateSOFR Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR RateSOFR Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition, the scheduled amortization payments under Section 2.8(a) required to be made after the Lender providing each making of any Incremental Revolving Loan Commitment shares Term Loans which are not separate Classes shall be ratably in increased by the aggregate principal amount of such Incremental Term Loans for all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject Lenders on a pro rata basis to the satisfaction on extent necessary to avoid any reduction in the date thereof of each amortization payments to which the Term Lenders were entitled before such recalculation. Each of the conditions set forth above parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action and make other amendments to this Agreement as such other conditions as requested by the Lenders under the may be reasonably necessary to ensure that all Incremental Facility established in connection therewithTerm Loans which are not separate Classes are fungible with any then outstanding Term Loans.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, without may with the consent of any Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.01(b) (including any amendments that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Closing Date to be of the same Class as such initial Term Loans). For From and after each Incremental Effective Date, the avoidance of doubtLoans and Commitments established pursuant to this Section 2.01(b) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Section 2.16(d) shall supersede any provisions in Section 11.10Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Security Documents. The Loan Parties shall take any actions reasonably required by the Administrative Agent and the Collateral Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Security Documents continue to be perfected under the UCC Uniform Commercial Code or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.11. Each of the parties hereto hereby agrees that the that Administrative Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewithbasis.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.161.1(e). For the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.44.13(d). Each of the parties hereto hereby agrees that Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Term Loan joinder agreement or amendment. In addition, the scheduled amortization payments under Section 1.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Loan Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement signed by a new lender or other incremental amendment (each any such joinder agreement and/or incremental amendment, an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect effectuate the provisions of this Section 2.16. For 2.01(c) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the initial Term Loans made on the Closing Date to be of the same Class as such initial Term Loans, which shall include any amendments to Section 2.03(b) that do not reduce the ratable amortization received by each Lender thereunder (including to evidence any amortization “holiday” for such Incremental Term Loans (but not for any Existing Facility))), and, for the avoidance of doubt, this Section 2.16(d2.01(c) shall supersede any provisions in Section 11.1012.02. The From and after each Incremental Closing Date, the Loans and Commitments established pursuant to this Section 2.01(c) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Loan Documents. Subject to the last paragraph of Section 5.01(b), the Loan Parties shall take any actions reasonably required by the Administrative Collateral Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Loan Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with Section 4.4. 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, (A) upon the effectiveness of each Incremental FacilityRevolving Commitment, (iI) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (iiII) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The Loans (B) upon the effectiveness of Incremental Term Loans which are not separate Classes when originally made, (I) such Incremental Term Loans are included in each Borrowing of outstanding Term Loans on a pro rata basis and (II) any amortization payments required to be made under Section 2.03(b) after the making of such Incremental Facility Amendment shall Term Loans to be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested ratably increased by the Lenders under the Incremental Facility established in connection therewith.the

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the BorrowerBorrowers, to effect the provisions of this Section 2.162.13(d) (including any amendments that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as the Initial Term Loans made on the Closing Date to be of the same Class as such Initial Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder. For the avoidance of doubt, this Section 2.16(d2.13(d) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.13(d) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). Each of the parties hereto hereby agrees that the Administrative Agent may, in consultation with Borrower Representative, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition the scheduled amortization payments under Section 2.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility Amendment”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.161.1(e). For the avoidance of doubt, this Section 2.16(d1.1(e) shall supersede any provisions in Section 11.109.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 1.1(e) (other than with respect to any Incremental Facility that is unsecured or that is secured by a lien on the Collateral ranking junior to the liens on the Collateral securing the then outstanding Term Loans and Incremental Equivalent Indebtedness) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.44.12(a). 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 thatthat all Incremental Term Loans which are not separate Classes, upon the effectiveness of each Incremental Facilitywhen originally made, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Term Loans on a pro rata basis and (ii) basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are LIBOR Rate Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the Lender providing date of each such Incremental Revolving Term Loan, or by allocating a portion of each such Incremental Term Loan Commitment shares ratably in to each outstanding Borrowing of Term Loans that are LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of LIBOR Rate Loans, then the satisfaction on the date thereof of each of the conditions interest rate thereon for such Interest Period shall be as set forth above and as such other conditions as requested by in the Lenders under applicable Incremental Term Loan joinder agreement or amendment. In addition the Incremental Facility established in connection therewith.scheduled amortization payments under

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental FacilityRevolving Increase, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced therebyRevolving Increase, and any joinder agreement or amendment (each an “Incremental Facility AmendmentRevolving Increase Joinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Accordion Effective Date, the increased Revolving Loan Commitments established pursuant to this Section 2.1(e) shall constitute Revolving Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and increased Revolving Loan Commitments, including, without limitation, including compliance with Section 4.45.13(c). Any conversion of SOFR Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. 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 each Incremental FacilityRevolving Increase, (i) Revolving Loans made under such Incremental Revolving Loan Commitment Increase are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment Increase shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.

Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment (each an “Incremental Facility AmendmentJoinder Agreement”) may, may without the consent of any the other Lenders other than the Lenders providing the applicable Incremental Facility, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.162.1(e) (including any amendments that are not adverse to the interests of any Lender that are made to effectuate changes necessary to enable any Incremental Term Loans that are intended to be of the same Class as any prior Incremental Term Loans to be of the same Class as such Incremental Term Loans, which shall include any amendments to Section 2.8(a) that do not reduce the ratable amortization received by each Lender thereunder). For the avoidance of doubt, this Section 2.16(d2.1(e) shall supersede any provisions in Section 11.1010.1. From and after each Incremental Effective Date, the Loans and Commitments established pursuant to this Section 2.1(e) shall constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Loan Credit Parties shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, including compliance with Section 4.45.13(c). Each of the parties hereto hereby agrees that Agent may, in consultation with the Administrative Borrower, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans which are not separate Classes, when originally made, are included in each Borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding Borrowing of Term Loans that are SOFR Loans to be converted into a Borrowing of Term Loans that are Base Rate Loans on the date of each such Incremental Term Loan, or by allocating a portion of each such Incremental Term Loan to each outstanding Borrowing of Term Loans that are SOFR Loans on a pro rata basis. Any conversion of SOFR Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 11.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a Borrowing of SOFR Loans, then the interest rate thereon for such Interest Period shall be as set forth in the applicable Incremental Joinder Agreement. In addition the scheduled amortization payments under Section 2.8(a) required to be made after the making of any Incremental Term Loans which are not separate Classes shall be ratably increased by the aggregate principal amount of such Incremental Term Loans for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation. Each of the parties hereto hereby agrees that Agent may, in consultation with the Borrower, take any and all action as may be reasonably necessary to ensure that, upon the effectiveness of each Incremental FacilityRevolving Loan Commitment, (i) Revolving Loans made under such Incremental Revolving Loan Commitment are included in each Borrowing of outstanding Revolving Loans on a pro rata basis and (ii) the Lender providing each Incremental Revolving Loan Commitment shares ratably in the aggregate principal amount of all outstanding Revolving Loans, Swing Loans and Letter of Credit Obligations. The effectiveness of any Incremental Facility Amendment shall be subject to the satisfaction on the date thereof of each of the conditions set forth above and as such other conditions as requested by the Lenders under the Incremental Facility established in connection therewith.