Common use of Initial Term Loans Clause in Contracts

Initial Term Loans. Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. Subject (i) On the terms and subject to adjustment as a result of the application of prepayments in accordance with the order of priority conditions set forth herein and in Section 2.05(a) solely the other Financing Documents, each Lender with an Initial Term Loan Commitment Amount severally hereby agrees to make to Borrowers a term loan in an original aggregate principal amount equal to the extent of any such amounts applied to Initial Term Loan Commitment (the prepayment of “Initial Term Loans, ”). Each such Lender’s obligation to fund the Initial Term Loans shall be due and payablelimited to such Lender’s Initial Term Loan Commitment Percentage, and the Borrower no Lender shall repay have any obligation to fund any portion of the Initial Term Lenders quarterly on Loan required to be funded by any other Lender, but not so funded. (ii) No Borrower shall have any right to reborrow any portion of the last Business Day Initial Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent an irrevocable Notice of each month of February, May, August and November occurring until the Maturity Date Borrowing with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “proposed Initial Term Loan Repayment Date”advance, such Notice of Borrowing to be delivered no later than 12:00 P.M. (Eastern time) at least five (5) Business Days prior to the proposed date of funding thereof (or such earlier date as the Agent and Lenders may agree), an aggregate principal amount equal which notice, if received by Agent on a day that is not a Business Day or after 12:00 P.M. (Eastern time) on a Business Day, shall be deemed to have been delivered on the next Business Day; provide that, such Notice of Borrowing may not be delivered prior to the Applicable Amortization Percentage Signing Date. On the date of any borrowing pursuant to the terms of this Section 2.1(a), following the satisfaction of the original principal amount of all Initial Term Loans made conditions set forth in Section 7.2 hereof, each applicable Lender shall remit to the Agent by all Initial Term Lenders under Section 2.01(a)(i2:00 p.m. (New York City time) (which payments shall be reduced as a result its share of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal aggregate amount of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made requested by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on in the next succeeding Business Day, and such extension applicable Notice of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made Borrowing for further distribution by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended Agent pursuant to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DayFunds Flow Direction Letter related thereto.

Initial Term Loans. Subject The Borrowers shall repay to adjustment the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent Sections 2.05 and 2.06, or be increased as a result of any such amounts applied to increase in the prepayment amount of Initial Term Loans, Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans shall be due and payable, and made as of the Borrower shall repay to the Initial Term Lenders quarterly on the Closing Date)): Date Amount The last Business Day of each month of February, May, August and November occurring until fiscal quarter ending prior to the Maturity Date with respect to for the Initial Term Facility, commencing Facilities starting with the first such payment date last Business Day in the fiscal quarter ending on May 30March 31, 2024 (each such date, an “Initial Term Loan Repayment Date”), an 2021 0.25% of the aggregate principal amount equal to the Applicable Amortization Percentage of the original aggregate initial principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (ii) at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Dayparty hereto, and (y) such extension of time amendments shall be reflected in computing interest or fees, as the case may be and (iii) if not decrease any principal repayment installment amortization payment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, any Lender that would have otherwise been payable to such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DayLender prior thereto.

Initial Term Loans. Subject The Borrower shall repay in cash to adjustment the Administrative Agent for the ratable account of the Appropriate Lenders (i) on each Quarterly Payment Date commencing with the second full fiscal quarter after the Closing Date, an aggregate principal amount equal to 0.25% of the aggregate principal amount of the Initial Term Loans outstanding on the Closing Date and (ii) on the Maturity Date for the Initial Term Loans, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that payments required by Section 2.06(b)(i) above shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely 2.04. In the event any Incremental Term Loans, Refinancing Term Loans, or Extended Term Loans are made, such Incremental Term Loans, Refinancing Term Loans, or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in the Incremental Amendment, Refinancing Amendment, or Extension Amendment with respect thereto and on the applicable Maturity Date thereof. In the event that, prior to the extent incurrence of any such amounts applied to the prepayment of Initial Incremental Term Loans, the Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial or any existing Incremental Term Loans made by all Initial Term Lenders have scheduled amortization payments under Section 2.01(a)(i2.06(b)(i) (which payments shall be reduced as a result or other equivalent section) that are less than 0.25% of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all such existing Initial Term Loans outstanding when initially incurred, then at the Borrower’s option, (x) the scheduled amortization payments of such existing Initial Term Loans on the effective date of such Incremental Term Loans shall be increased to be equal quarterly installments of principal equal to 0.25% of the aggregate principal amount of such existing Initial Term Loans originally incurred or (y) the scheduled amortization payment of the Incremental Term Loans shall equal such smaller percentage applicable to the existing Initial Term Loans on such datescheduled amortization payment date(s) (reflected as a percentage of the aggregate principal amount of such Incremental Term Loans), so long as, in the event this clause (iiy) if any principal repayment installment to be made by is applicable, and for the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Dayavoidance of doubt, such principal repayment installment shall be due on percentage is expressly set forth in the next succeeding Business Day, and Incremental Amendment with respect to such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Incremental Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DayLoans.

Initial Term Loans. Subject The Borrowers shall repay to adjustment the Administrative Agent for the ratable account of the Initial Term Lenders the aggregate principal amount of the Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent Sections 2.05 and 2.06, or be increased as a result of any such amounts applied to increase in the prepayment amount of Initial Term Loans, Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans shall be due and payable, and made as of the Borrower shall repay Closing Date)): The last day of each fiscal quarter ending prior to the Maturity Date for the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing Loans starting with the first such payment date fiscal quarter ending on May September 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an 2025 0.25% of the aggregate initial principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, (ii) if any principal repayment installment to be made by further, that, at the election of the Borrower (other than principal repayment installments on Representative and such Initial Term SOFR Loans) shall come due on a day other than a Business DayLenders, such principal repayment installment shall the table set forth above may be due amended to increase the amortization in connection with the Borrowing of any New Term Loans that are secured by Liens on the next succeeding Business Day, Collateral that are pari passu in priority with the Liens on the Collateral that secure the Initial Term Loans if and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless extent necessary so that such New Term Loans and the result of such extension would be Initial Term Loans and to extend such principal repayment installment into another calendar monththe extent possible, a “fungible” tranche (including for U.S. federal income tax purposes), in which event such principal repayment installment shall be due on each case, without the immediately preceding Business Dayconsent of any other party hereto.

Initial Term Loans. (a) Subject to adjustment the terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the Closing Date, one or more term loans (each, an “Initial Term Loan”) to the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as a result such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the application Borrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of prepayments such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), the Initial Term Loan Commitment of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed under the heading “Tranche B Term Lender” on Schedule A-1 attached hereto severally agrees to make, in accordance Dollars, in a single draw on the Second Amendment Effective Date, one or more term loans (such term loans, collectively with the order of priority set forth in Section 2.05(aterm loans representing the Initial Term Loans exchanged by the Existing Initial Term Loan Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) solely to the extent Borrowers in an aggregate principal amount not to exceed the Tranche B Term Loan Commitment of any such amounts applied to Lender; provided that Exchanging Initial Term Lenders shall make their respective Tranche B Term Loans by exchanging their Initial Term Loans for Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Initial Term LoansLoans pursuant to Subsection 4.4(g) of the Credit Agreement. (ii) Subject to the terms and conditions hereof, on the Second Amendment Effective Date, upon execution of the Second Amendment by an Existing Initial Term Loan Lender and the indication on such Lender’s signature page that such Existing Initial Term Loan Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial for Tranche B Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 Loans (each such dateExisting Initial Term Loan Lender, an “Exchanging Initial Term Loan Repayment DateLender”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all such Exchanging Initial Term Lenders under Section 2.01(a)(iLoan Lender (or such lesser amount allocated to such Lender by the Administrative Agent) (which payments shall be reduced exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Initial Term Loan Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) Except as a result hereinafter provided, Tranche B Term Loans shall, at the option of the application of prepayments made in accordance with Section 2.05Borrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; and (iv) orWithout limiting Subsections 2.8 and 8.1(b)(i), if lessonce repaid, the entire principal of the Initial Tranche B Term Loans then outstanding, unless accelerated sooner pursuant incurred hereunder may not be reborrowed. On the Second Amendment Effective Date (after giving effect to Section 8.02; provided, however, that (i) the final principal repayment installment Incurrence of the Initial Tranche B Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date), (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Tranche B Term SOFR Loans) Loan Commitment of each Lender shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayterminate.

Initial Term Loans. Subject Each Lender with an Initial Term Loan Commitment severally agrees to adjustment as a result lend to Company on the Closing Date an amount not exceeding its Pro Rata Share of the application aggregate amount of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall Loan Commitments to be due and payable, used for the purposes identified in Section 2.5A. The original amount of each Lender’s Initial Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the Borrower shall repay to aggregate amount of the Initial Term Lenders quarterly on Loan Commitments is $340,000,000; provided that each Initial Term Loan made by a Lender hereunder shall be subject to an original issue discount such that such Initial Term Loan will result in aggregate proceeds to Company in an amount equal to 99.5% of such Lender’s Initial Term Loan Commitment, which amount shall represent the last Business Day amount of each month of February, May, August and November occurring until such Initial Term Loans to be made available by such Lender pursuant to Section 2.1C. Except as specified in the Maturity Date with respect proviso to the Initial Term Facilityimmediately preceding sentence, commencing with the first such payment date on May 30, 2024 (each such date, all references herein to an “Initial Term Loan” or “Initial Term Loans”, to “principal”, the “principal amount” or the “outstanding principal amount” of any Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all or Initial Term Loans made by all and other terms of like import shall mean 100% of the Initial Term Lenders Loan Commitments (immediately prior to the incurrence of Initial Term Loans on the Closing Date). Company may make only a single drawing on the Closing Date under Section 2.01(a)(ithe Initial Term Loan Commitments and the Initial Term Loan Commitments (and the Initial Term Loan Commitment of each Lender) shall terminate in its entirety on the Closing Date (which payments shall be reduced as a result of after giving effect to the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal making of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii). Amounts borrowed under this Section 2.1A(i) if any principal repayment installment to and subsequently repaid or prepaid may not be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayreborrowed.

Initial Term Loans. Subject The Borrowers shall repay to adjustment the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent Sections 2.05 and 2.06, or be increased as a result of any such amounts applied to increase in the prepayment amount of Initial Term Loans, Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans shall be due and payablemade as of the Second Amendment Effective Date)): The last Business Day of the fiscal quarter ending on or about September 30, and 2018 1.000% of the Borrower shall repay to aggregate initial principal amount of the Initial Term Lenders quarterly Loans on the Second Amendment Effective Date The last Business Day of each month fiscal quarter ending on or about December 31, 2018 through the fiscal quarter ending on or about December 31, 2019 0.500% of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate initial principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstandingon the Second Amendment Effective Date The last Business Day of each fiscal quarter ending on or about March 31, unless accelerated sooner pursuant to Section 8.02; 2020 through the Maturity Date 0.625% of the aggregate initial principal amount of the Initial Term Loans on the Second Amendment Effective Date Maturity Date for the Initial Term Loans all unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. (i) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority terms and applicable conditions set forth herein, each Initial Tranche A Term Lender agrees to make Initial Tranche A Term Loans in Section 2.05(a) solely Dollars to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Closing Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), in an aggregate principal amount equal not to exceed its Initial Tranche A Term Loan Commitment; provided that, if for any reason the full amount of any Initial Tranche A Term Lender’s Initial Tranche A Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the Applicable Amortization Percentage funding of the original principal amount of all drawn Initial Tranche A Term Loans made by all on the Closing Date. Each Initial Tranche A Term Lenders under Section 2.01(a)(iLender’s Initial Tranche A Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Initial Tranche A Term Lender’s Initial Tranche A Term Loan Commitment on the Closing Date. (ii) (which payments shall be reduced as a result of Subject to the application of prepayments made in accordance with Section 2.05) orterms and applicable conditions set forth herein, if less, the entire principal of the each Initial Tranche B Term Lender agrees to make Initial Tranche B Term Loans then outstanding, unless accelerated sooner pursuant in Dollars to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid Borrower on the Maturity Closing Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount not to exceed its Initial Tranche B Term Loan Commitment; provided that, if for any reason the full amount of all any Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Initial Tranche B Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, Closing Date. Each Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and such extension of time shall be reflected in computing interest or fees, as without further action on the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended Closing Date after giving effect to the next succeeding Business Day unless the result funding of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment on the immediately preceding Business DayClosing Date.

Initial Term Loans. (a) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of terms and conditions hereof, each Lender holding an Original Initial Term LoansLoan Commitment severally agrees to make, the Initial Term Loans shall be due and payablein Dollars, and the Borrower shall repay to the Initial Term Lenders quarterly in a single draw on the last Business Day of each month of FebruaryClosing Date, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 one or more term loans (each such dateeach, an “Original Initial Term Loan Repayment DateLoan”), ) to the Borrower in an aggregate principal amount equal not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the Applicable Amortization Percentage terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the original Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of all such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) incurred hereunder may not be reborrowed. On the Closing Date (which payments shall be reduced as a result after giving effect to the incurrence of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Original Initial Term Loans then outstandingon such date), unless accelerated sooner pursuant to Section 8.02; provided, however, that the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the final principal repayment installment of terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans shall be repaid on exchanged by the Maturity Date for Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the Initial “Tranche B Term Facility and in any event shall be Loans”) to the Borrower in an amount equal to the aggregate principal amount of all not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans outstanding on such date, (ii) if any principal repayment installment for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DaySubsection 4.4(g).

Initial Term Loans. (a) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of terms and conditions hereof, each Lender holding an Original Initial Term LoansLoan Commitment severally agrees to make, the Initial Term Loans shall be due and payablein Dollars, and the Borrower shall repay to the Initial Term Lenders quarterly in a single draw on the last Business Day of each month of FebruaryClosing Date, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 one or more term loans (each such dateeach, an “Original Initial Term Loan Repayment DateLoan”), ) to the Borrower in an aggregate principal amount equal not to exceed the amount set forth opposite such Le▇▇▇▇’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the Applicable Amortization Percentage terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the original Borrower, be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of all such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) incurred hereunder may not be reborrowed. On the Closing Date (which payments shall be reduced as a result after giving effect to the incurrence of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Original Initial Term Loans then outstandingon such date), unless accelerated sooner pursuant to Section 8.02; provided, however, that the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the final principal repayment installment of terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans shall be repaid on exchanged by the Maturity Date for Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the Initial “Tranche B Term Facility and in any event shall be Loans”) to the Borrower in an amount equal to the aggregate principal amount of all not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans outstanding for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the prepayment of Original Initial Term Loans pursuant to Subsection 4.4(g). (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Tranche B Term SOFR Loans) Loan Commitments of each Tranche B Term Lender shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayterminate.

Initial Term Loans. Subject to adjustment as a result (i) On the last Business Day of each fiscal quarter of the application of prepayments in accordance Borrowers commencing with the order of priority set forth in Section 2.05(a) solely fiscal quarter ending on March 31, 2020, the Borrowers shall pay to the extent Administrative Agent, for the account of any such amounts applied to the prepayment of Initial Term LoansLoan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the Initial Term Loans as of the Closing Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, all Initial Term Loans shall be due and payable, and the Borrower shall repay to payable on the Initial Term Lenders quarterly Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (ii) On the last Business Day of each month fiscal quarter of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, Borrowers commencing with the first such payment date fiscal quarter ending on May 30March 31, 2024 (each such date2021, an “Initial the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Repayment Date”)Lenders, an aggregate principal amount equal to the Applicable Amortization Percentage of the original a principal amount of all Initial the 2020 Incremental Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner adjusted from time to time pursuant to Section 8.02; provided, however, that (iSections 2.05 and 2.06(b)) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to 1.00% per annum of the aggregate principal amount of all Initial the 2020 Incremental Term Loans outstanding on such dateas of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on prepaid, refinanced, substituted or replaced, 2020 Incremental Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment Loans shall be due and payable on the next succeeding Business Dayapplicable 2020 Incremental Term Loan Maturity Date, together with accrued and such extension unpaid interest and fees on the principal amount to be paid up to but excluding the date of time shall be reflected in computing interest or fees, as the case may be and payment. (iii) if any principal repayment installment to be made by On the Borrower on a Term SOFR Loan last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after 2021 Incremental Amendment Funding Date, the Borrowers shall come due on a day other than a Business Day, such principal repayment installment shall be extended pay to the next succeeding Business Day unless Administrative Agent, for the result account of such extension would be the 2021 Incremental Term Loan Lenders, a principal amount of the 2021 Incremental Term Loans (as adjusted from time to extend such time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal repayment installment into another calendar monthamount of the 2021 Incremental Term Loans as of the 2021 Incremental Amendment Funding Date. To the extent not previously paid, in which event such principal repayment installment prepaid, refinanced, substituted or replaced, 2021 Incremental Term Loans shall be due and payable on the immediately preceding Business Dayapplicable 2021 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iv) (iii) All repayments pursuant to this Section 2.07(a) shall be subject to Section 3.05, but shall otherwise be without premium or penalty.

Initial Term Loans. Subject The Borrowers shall repay to adjustment the Administrative Agent (i) for the ratable account of the Term B Lenders holding Initial Term B Loans the aggregate principal amount of all Initial Term B Loans outstanding and (ii) for the ratable account of the Euro Term Lenders holding Initial Euro Term Loans the aggregate principal amount of all Initial Euro Term Loans outstanding, in each case, in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term LoansSections 2.05 and 2.06, the Initial Term Loans shall or be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced increased as a result of any increase in the application amount of prepayments Initial Term B Loans or Initial Euro Term Loans, as applicable, pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term B Loans or Initial Euro Term Loans, as applicable, made in accordance as of the Closing Date)): Each March 31, June 30, September 30 and December 31 ending prior to the Maturity Date for the Term Facilities starting with Section 2.05) orJune 30, if less, 2013 0.25% of the entire aggregate principal amount of the aggregate initial principal amount of the Initial Term B Loans then outstandingor Initial Euro Term Loans, unless accelerated sooner pursuant to Section 8.02; as applicable, on the Closing Date Maturity Date for the Term Facilities all unpaid aggregate principal amounts of any outstanding Initial Term B Loans or Initial Euro Term Loans, as applicable provided, however, that (i) the final principal repayment installment of the Initial Term B Loans or Initial Euro Term Loans, as applicable, shall be repaid on the Maturity Date for the Initial Term Facility Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term B Loans or Initial Euro Term Loans, as applicable, outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. Subject (i) The Borrower hereby unconditionally promises to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely pay to the extent Administrative Agent for the account of any such amounts applied to the prepayment of each Original Initial Term LoansLender, the Original Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month March, June, September and December, beginning on the last Business Day of February, May, August the first full fiscal quarter to occur after the Effective Date and November occurring until ending with the Maturity Date with respect last such day to occur prior to the Initial Term FacilityLoan Maturity Date, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), in an aggregate principal amount for each such date equal to the Applicable Amortization Percentage 0.25% of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all the Original Initial Term Loans outstanding on the Effective Date (as such dateamount shall be adjusted for prepayments pursuant to the terms of this Agreement). Additionally, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Original Initial Term Lender the principal of such Original Initial Term Lender’s Original Initial Term Loans on the Initial Term Loan Maturity Date. (ii) if any The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender, the 2018/2019 Incremental Term Loans on the last Business Day of each March, June, September and December, beginning on the last Business Day of the first full fiscal quarter to occur after the 2018 Incremental Amendment Effective Date and ending with the last such day to occur prior to the Initial Term Loan Maturity Date, in an aggregate principal repayment installment amount for each such date equal to 0.25% of the aggregate principal amount of the 2018/2019 Incremental Term Loans outstanding on the 20182019 Incremental Amendment Effective Date (as such amount shall be made by adjusted for prepayments pursuant to the terms of this Agreement). Additionally, the Borrower (other than hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender the principal repayment installments on of such 2018/2019 Incremental Lender’s 2018/2019 Incremental Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due Loans on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Initial Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DayMaturity Date.

Initial Term Loans. Subject to adjustment as a result (i) On the last Business Day of each fiscal quarter of the application of prepayments in accordance Borrowers commencing with the order of priority set forth in Section 2.05(a) solely fiscal quarter ending on March 31, 2020, the Borrowers shall pay to the extent Administrative Agent, for the account of any such amounts applied to the prepayment of Initial Term LoansLoan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the Initial Term Loans as of the Closing Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, all Initial Term Loans shall be due and payable, and the Borrower shall repay to payable on the Initial Term Lenders quarterly Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (ii) On the last Business Day of each month fiscal quarter of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, Borrowers commencing with the first such payment date fiscal quarter ending on May 30March 31, 2024 (each such date2021, an “Initial the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Repayment Date”)Lenders, an aggregate principal amount equal to the Applicable Amortization Percentage of the original a principal amount of all Initial the 2020 Incremental Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner adjusted from time to time pursuant to Section 8.02; provided, however, that (iSections 2.05 and 2.06(b)) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to 1.00% per annum of the aggregate principal amount of all Initial the 2020 Incremental Term Loans outstanding on such dateas of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on prepaid, refinanced, substituted or replaced, 2020 Incremental Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment Loans shall be due and payable on the next succeeding Business Dayapplicable 2020 Incremental Term Loan Maturity Date, together with accrued and such extension unpaid interest and fees on the principal amount to be paid up to but excluding the date of time shall be reflected in computing interest or fees, as the case may be and payment. (iii) if any principal repayment installment to be made by On the Borrower on a Term SOFR Loan last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after 2021 Incremental Amendment Funding Date, the Borrowers shall come due on a day other than a Business Day, such principal repayment installment shall be extended pay to the next succeeding Business Day unless Administrative Agent, for the result account of such extension would be the 2021 Incremental Term Loan Lenders, a principal amount of the 2021 Incremental Term Loans (as adjusted from time to extend such time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal repayment installment into another calendar monthamount of the 2021 Incremental Term Loans as of the 2021 Incremental Amendment Funding Date. To the extent not previously paid, in which event such principal repayment installment prepaid, refinanced, substituted or replaced, 2021 Incremental Term Loans shall be due and payable on the immediately preceding Business Dayapplicable 2021 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iv) All repayments pursuant to this Section 2.07(a) shall be subject to Section 3.05, but shall otherwise be without premium or penalty.

Initial Term Loans. (a) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority terms and conditions set forth herein (i) each existing Initial Term Lender (collectively, the “Continuing Term Loan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in Section 2.05(athe form attached hereto as Exhibit 1 (a “Lender Addendum (Cashless Roll)”) solely consents to this Amendment and agrees to continue all (or such lesser amount as notified to such Continuing Term Loan Lender by the Lead Arranger prior to the extent Effective Date) of any its existing Initial Term Loans outstanding immediately before giving effect to this Amendment as an Initial Term Loan on the Effective Date in a principal amount equal to such amounts applied to the prepayment of Continuing Term Loan Lender’s Initial Term Loans, and (ii) each Person (collectively, the “Additional Term Loan Lenders”) that executes and delivers a Lender Addendum (Additional Term Loan Lender) in the form attached hereto as Exhibit 2 (a “Lender Addendum (Additional Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders (as defined below) a principal amount of Initial Term Loans not to exceed the commitment offered by such Additional Term Loan Lender to the Lead Arranger to so take by assignment Initial Term Loans from Non-Consenting Lenders. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and an Initial Term Lender as of the Effective Date by executing and delivering to the Administrative Agent, on or prior to the Effective Date, a Lender Addendum (Additional Term Loan Lender) in its capacity as an Initial Term Lender. For the avoidance of doubt, the existing Initial Term Loans of a Continuing Term Loan Lender must be continued in whole and may not be continued in part. (b) Any Non-Consenting Lender whose Initial Term Loans are repaid or assigned to one or more Additional Term Loan Lenders on the Effective Date in accordance with this Amendment shall be due and payable, and the Borrower shall repay entitled to the Initial benefits of Section 2.16 of the Credit Agreement with respect thereto. The Continuing Term Loan Lenders quarterly on hereby waive the last Business Day benefits of each month Section 2.16 of February, May, August and November occurring until the Maturity Date Credit Agreement with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal that portion of the Initial Term Loans then outstandingof such ▇▇▇▇▇▇ continued hereunder. (c) Notwithstanding anything herein to the contrary, unless accelerated sooner the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 8.02; provided3(b)) shall continue in full force and effect with respect to, howeverand for the benefit of, that (i) the final principal repayment installment each existing Initial Term Lender in respect of the each such Lender’s existing Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount same extent expressly set forth therein. (d) Notwithstanding anything in this Amendment to the contrary, the continuation of all existing Initial Term Loans outstanding on such date, (ii) if any principal repayment installment may be implemented pursuant to be made other procedures specified by the Borrower Administrative Agent, including by replacement of such existing Initial Term Loans by a deemed repayment of such existing Initial Term Loans of a Continuing Term Loan Lender followed by a subsequent deemed assignment to it of new Initial Term Loans in the same amount. (e) For the avoidance of doubt, the Lenders hereby acknowledge and agree that, at the sole option of the Administrative Agent, any Lender with existing Initial Term Loans that are replaced as contemplated hereby (whether by assignment of its Initial Term Loans to one or more Additional Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amount necessary to purchase such Lender’s existing Initial Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Initial Term Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Dayaction by the Lenders, such principal repayment installment the Administrative Agent or the Loan Parties shall be due on required in connection therewith. The Lenders hereby agree to waive any notice requirements of the next succeeding Business Day, and such extension Credit Agreement in connection with the replacement of time shall be reflected in computing interest existing Initial Term Loans contemplated hereby (whether by assignment of its Initial Term Loans to one or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a more Additional Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DayLenders or otherwise).

Initial Term Loans. (a) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of terms and conditions hereof, each Lender holding an Original Initial Term LoansLoan Commitment severally agrees to make, the Initial Term Loans shall be due and payablein Dollars, and the Borrower shall repay to the Initial Term Lenders quarterly in a single draw on the last Business Day of each month of FebruaryClosing Date, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 one or more term loans (each such dateeach, an “Original Initial Term Loan Repayment DateLoan”), ) to the Borrower in an aggregate principal amount equal not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the Applicable Amortization Percentage terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of the original Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of all such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) incurred hereunder may not be reborrowed. On the Closing Date (which payments shall be reduced as a result after giving effect to the incurrence of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Original Initial Term Loans then outstandingon such date), unless accelerated sooner pursuant to Section 8.02; provided, however, that the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the final principal repayment installment of terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans shall be repaid on exchanged by the Maturity Date for Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the Initial “Tranche B Term Facility and in any event shall be Loans”) to the Borrower in an amount equal to the aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans outstanding for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Tranche B Term SOFR Loans) Loan Commitments of each Tranche B Term Lender shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayterminate.

Initial Term Loans. (a) Subject to adjustment as the terms and conditions hereof, (a) each Lender holding an Initial Term Loan Commitment severally agrees to make in a result single draw, on the Closing Date, one or more term loans to the Borrowers, on a joint and several basis (each, an "Initial Term Loan" and, collectively the "Initial Term Loans"), which Initial Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the application Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Initial Term Loans comprising the same Borrowing shall at all times be of prepayments the same Type; and (iii) shall be made by each such Lender in accordance an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to subsection 2.5 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an "Incremental Term Loan" and, collectively the "Incremental Term Loans", and, together with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial "Term Loans"), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (made by each such date, an “Initial Term Loan Repayment Date”), Lender in an aggregate principal amount equal to which does not exceed the Applicable Amortization Percentage Incremental Term Loan Commitment of the original principal amount of all Initial such Lender. Once repaid, Incremental Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall incurred hereunder may not be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayreborrowed.

Initial Term Loans. (a) Subject to adjustment as the terms and conditions hereof, (a) each Lender holding an Initial Term Loan Commitment severally agrees to make, in a result of single draw on the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely Closing Date, one or more term loans to the extent of any such amounts applied to U.S. Borrowers, on a joint and several basis (each, an “Initial Term Loan” and, collectively the prepayment of “Initial Term Loans”), which Initial Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans shall incurred hereunder may not be due and payablereborrowed. (b) The Parent Borrower agrees that, and upon the Borrower shall repay request to the U.S. Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Initial Term Lenders quarterly on Loan, the last Business Day Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of each month of FebruaryExhibit A-1 (each, Mayas amended, August and November occurring until the Maturity Date with respect supplemented, replaced or otherwise modified from time to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such datetime, an “Initial Term Loan Repayment DateNote”), an aggregate with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the Applicable Amortization Percentage of the original unpaid principal amount of all the applicable Initial Term Loans made (or acquired by all assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. Each Initial Term Lenders under Section 2.01(a)(i) (which payments Loan Note shall be reduced dated the Closing Date (or in the case of an Initial Term Loan Note issued in connection with Initial Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Initial Term Loan Note shall be payable as a result provided in subsection 2.6 and provide for the payment of the application of prepayments made interest in accordance with Section 2.05subsection 4.1. (c) Subject to subsection 2.7 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make to the U.S. Borrowers, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an “Incremental Term Loan” and, collectively the “Incremental Term Loans”, and, together with the Initial Term Loans, the “Term Loans”), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of outstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Incremental Term Loan Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Incremental Term Loan Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Incremental Term Loan Lender to such Borrower. Each Incremental Term Loan Note shall be dated the Incremental Term Loan Borrowing Date (or in the case of a Term Loan Note issued in connection with Incremental Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Incremental Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the entire principal aggregate amount of the Initial such Term Loans then outstanding): Each March 31, unless accelerated sooner pursuant June 30, September 30 and December 31 following the Closing Date ending prior to Section 8.02; provided, however, that the Term Loan Maturity Date (i) the final principal repayment $625,000 plus (ii) for each installment of the Initial date following an Incremental Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in Loan Borrowing Date, an amount equal to .25% of the aggregate principal amount of all Initial Incremental Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Term Loans (f) In the case of Incremental Term Loans that have different scheduled repayment installments on Term SOFR Loansdates (and amounts) shall come due on a day other than a Business Dayas contemplated in subsection 2.7(e), such principal repayment installment Incremental Term Loans shall be due payable on the next succeeding Business Daydates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, and provided that if any such extension Incremental Term Loans are subsequently incurred, the amount of time the then remaining scheduled installments of such Incremental Term Loans shall be reflected in computing interest or fees, as proportionally increased (with the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended aggregate amount of increases to the next succeeding Business Day unless then remaining scheduled installments to equal the result aggregate principal amount of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Daynew Incremental Term Loans then being incurred).

Initial Term Loans. Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the The Borrower shall repay to the Administrative Agent for the ratable account of the Initial Term Lenders quarterly holding Initial Term Loans (i) on the last Business Day of each month of FebruaryMarch, MayJune, August September and November occurring until the Maturity Date with respect to the Initial Term FacilityDecember, commencing with the first such payment date on May September 30, 2024 (each such date, an “Initial Term Loan Repayment Date”)2025, an aggregate principal amount equal to the Applicable Amortization Percentage 1.25% of the original aggregate principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner made pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of 2.01 by the Initial Term Loans shall be repaid Lenders and (ii) on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to Maturity Date, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that (x) payments required by clause (i) above (each, an “Amortization Payment”) shall be reduced as a result of the application of prepayments in accordance with Section 2.05 and (y) upon each funding of any additional Initial Term Loans pursuant to Section 2.01(c), (iiA) if each subsequent Amortization Payment shall be increased by an amount equal to (1) the principal amount of such additional Initial Term Loans multiplied by (2) a fraction equal to (I) the amount of the applicable Amortization Payment (as adjusted from time to time pursuant to Section 2.05 but without giving effect to such Borrowing of additional Initial Term Loans) divided by (II) the then aggregate outstanding principal amount of the Initial Term Loans (including any additional Initial Term Loans previously funded but without giving effect to such Borrowing of additional Initial Term Loans) and (B) each Initial Term lender will receive, on each such payment date, a pro rata portion of the applicable Amortization Payment as adjusted pursuant to the foregoing clause (A), with such pro rata portion being calculated based on the proportion of the aggregate outstanding principal repayment installment to be amount of the Initial Term Loans made by such Initial Term Lender pursuant to Section 2.01 to the aggregate outstanding principal amount of the Initial Term Loans made by all Initial Term Lenders pursuant to Section 2.01. The Administrative Agent shall be authorized to make the adjustments referred to in the foregoing proviso and shall upon request provide a schedule of the remaining payments to the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayeach Lender.

Initial Term Loans. (a) Subject to adjustment as the terms and conditions hereof, each Lender holding an Initial Dollar Term Loan Commitment severally agrees to make, in Dollars, in a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly single draw on the last Business Day of each month of FebruaryClosing Date, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 one or more term loans (each such dateeach, an “Initial Dollar Term Loan Repayment DateLoan”), ) to the Borrower in an aggregate principal amount equal not to exceed the Applicable Amortization Percentage of amount set forth opposite such Lender’s name in Schedule A under the original principal amount of all heading “Initial Dollar Term Loans made by all Loan Commitment,” which Initial Dollar Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that Loan: (i) except as hereinafter provided, shall, at the final principal repayment installment option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Dollar Term Loan Commitment of such Lender. (b) Subject to the terms and conditions hereof, each Lender holding an Initial Euro Term Loan Commitment severally agrees to make in Euros, in a single draw on the Closing Date, one or more term loans (each, an “Initial Euro Term Loan”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Euro Term Loan Commitment,” which Initial Term Loans Loan: (i) shall be repaid incurred and maintained as Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Euro Term Loan Commitment of such Lender. (c) Subject to the terms and conditions hereof, each Converted Dollar Term Loan shall be converted into an Initial Dollar Term Loan on the Maturity Closing Date for the Initial Term Facility and in any event shall be deemed made to the Borrower as of such date in an aggregate principal amount in Dollars equal to the aggregate principal amount of all such Converted Dollar Term Loan immediately prior to the Closing Date. Such Initial Dollar Term Loans shall, except as hereinafter provided, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. (d) Subject to the terms and conditions hereof, each Converted Euro Term Loan shall be converted into an Initial Euro Term Loan on the Closing Date and shall be deemed made to the Borrower as of such date in an aggregate principal amount in Euros equal to the aggregate principal amount of such Converted Euro Term Loan immediately prior to the Closing Date. Such Initial Euro Term Loans shall be incurred and maintained as Eurodollar Loans. Once repaid, Initial Term Loans outstanding incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Initial Term SOFR Loans) Loan Commitment of each Lender shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayterminate.

Initial Term Loans. Subject The Borrower shall repay to adjustment the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent Sections 2.05 and 2.06, or be increased as a result of any such amounts applied to increase in the prepayment amount of Initial Term Loans, Loans pursuant to Section 2.14 and/or the Borrowing of any Delayed Draw Term Loans (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans shall be due and payablemade as of the Closing Date)), and the Borrower shall repay including any increases as a result of making subsequent term loans made pursuant to Section 2.01(a) or 2.14, as applicable, “fungible” with the Initial Term Lenders quarterly on the Loans: The last Business Day of each month of February, May, August and November occurring until fiscal quarter ending prior to the Maturity Date with respect to for the Initial Term Facility, commencing Facilities starting with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an full fiscal quarter ending after the Closing Date 0.25% of the aggregate principal amount equal to the Applicable Amortization Percentage of the original aggregate initial principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; on the Closing Date Maturity Date for the Term Facility All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the The Borrower shall repay to the Initial Term Lenders quarterly on Administrative Agent for the last Business Day ratable account of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term FacilityLenders: (A) on or prior to the last day of each March, commencing with June, September and December that occurs prior to the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Amendment No. 1 Effective Date”), an aggregate principal amount equal to the Applicable Amortization Percentage 0.25% of the original initial aggregate principal amount of all Initial Term Loans made by on the Closing Date, with the first such payment to be made on the last day of the fifth full fiscal quarter ending after the Closing Date, (B) on or prior to the last day of each March, June, September and December that occurs prior to the Initial Term Loan MaturityAmendment No. 4 Effective Date, an aggregate amount equal to 0.25% of the initial aggregate principal amount of all Initial Term Lenders under Section 2.01(a)(i) (which payments Loans on the Amendment No. 1 Effective Date, with the first such payment to be made on the last day of the first full fiscal quarter ending after the Amendment No. 1 Effective Date; provided that if the Amendment No. 3 Funding Date occurs, after the funding of the 2020 Incremental Term Loans, the Administrative Agent shall be reduced as a result authorized to increase the total amount of amortization to account for the inclusion of the application of prepayments made 2020 Incremental Term Loans in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstandingsuch that the 2020 Incremental Term Loans will be fungible with the then-existing Initial Term Loans and, unless accelerated sooner pursuant (C) on or prior to Section 8.02; providedthe last day of each March, howeverJune, September and December that (i) the final principal repayment installment of occurs prior to the Initial Term Loan Maturity Date, an aggregate amount equal to 0.25% of the initial aggregate principal amount of all Initial Term Loans shall be repaid on the Maturity Amendment No. 4 Effective Date, with the first such payment to be made on the last day of the first full fiscal quarter ending after the Amendment No. 4 Effective Date for and (D) on the Initial Term Facility and in any event shall be in Loan Maturity Date, an aggregate amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. (a) Subject to adjustment as the terms and conditions hereof, (a) each Lender holding an Initial Term Loan Commitment severally agrees to make, in a result single draw on the Closing Date, one or more term loans to the U.S. Borrowers, on a joint and several basis (each, an "Initial Term Loan" and, collectively the "Initial Term Loans"), which Initial Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the application Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of prepayments the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) The Parent Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Initial Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 (each, as amended, supplemented, replaced or otherwise modified from time to time, an "Initial Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Initial Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. Each Initial Term Loan Note shall be dated the Closing Date (or in the case of an Initial Term Loan Note issued in connection with Initial Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Initial Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (c) Subject to subsection 2.7 and the order of priority set forth in Section 2.05(aother terms and conditions hereof, (a) solely each Lender holding an Incremental Term Loan Commitment severally agrees to make to the extent of any such amounts applied U.S. Borrowers, pursuant to a single drawing on the prepayment of respective Incremental Term Loan Borrowing Date, one or more term loans (each, an "Incremental Term Loan" and, collectively the "Incremental Term Loans", and, together with the Initial Term Loans, the Initial "Term Loans"), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be due made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and payable, and the Borrower shall repay not be required to be made) by any Lender to the Initial Term Lenders quarterly extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the last Business Day date of each month the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of Februaryoutstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Once repaid, MayIncremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, August and November occurring until upon the Maturity Date with respect request to the Initial Term Facility, commencing with U.S. Administrative Agent by any Lender made on or prior to the first such payment date on May 30, 2024 (each such date, an “Initial Incremental Term Loan Repayment Date”Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), an aggregate in order to evidence such Lender's Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Incremental Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the Applicable Amortization Percentage of the original unpaid principal amount of all Initial the applicable Incremental Term Loans made (or acquired by all Initial assignment pursuant to subsection 11.6(b)) by such Incremental Term Lenders under Section 2.01(a)(i) (which payments Loan Lender to such Borrower. Each Incremental Term Loan Note shall be reduced dated the Incremental Term Loan Borrowing Date (or in the case of a Term Loan Note issued in connection with Incremental Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Incremental Term Loan Note shall be payable as a result provided in subsection 2.6 and provide for the payment of the application of prepayments made interest in accordance with Section 2.05subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of Term Loans of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as provided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the respective amounts set forth below (together with all accrued interest thereon) opposite the applicable installment dates (or, if less, the entire principal aggregate amount of the Initial such Term Loans then outstanding): DATE AMOUNT ---- ------ Each March 31, unless accelerated sooner pursuant to Section 8.02; providedJune 30, however, that September 30 and (i) $625,000 plus (ii) for each installment date December 31 following the final principal repayment installment of Closing Date following an Incremental Term Loan Borrowing ending prior to the Initial Term Loans shall be repaid on the Loan Maturity Date for the Initial Term Facility and in any event shall be in Date, an amount equal to .25% of the aggregate principal amount of all Initial Incremental Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date all unpaid aggregate principal amounts of any outstanding Term Loans (f) In the case of Incremental Term Loans that have different scheduled repayment installments on Term SOFR Loansdates (and amounts) shall come due on a day other than a Business Dayas contemplated in subsection 2.7(e), such principal repayment installment Incremental Term Loans shall be due payable on the next succeeding Business Daydates and in the amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, and provided that if any such extension Incremental Term Loans are subsequently incurred, the amount of time the then remaining scheduled installments of such Incremental Term Loans shall be reflected in computing interest or fees, as proportionally increased (with the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended aggregate amount of increases to the next succeeding Business Day unless then remaining scheduled installments to equal the result aggregate principal amount of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Daynew Incremental Term Loans then being incurred).

Initial Term Loans. Subject to adjustment as a result (i) On the last Business Day of each fiscal quarter of the application of prepayments in accordance Borrowers commencing with the order first fiscal quarter ending on March 31, 2020, theafter the 2023 Repricing and Maturity Extension Amendment Effective Date, the Borrowers shall pay to the Administrative Agent, for the account of priority the Initial Term Loan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the Initial Term Loans as of the Closing Date2023 Repricing and Maturity Extension Amendment Effective Date; provided that any optional prepayments of Initial Term Loans (as in effect prior to the 2023 Repricing and Maturity Extension Amendment Effective Date) made prior to the 2023 Repricing and Maturity Extension Amendment Effective Date shall continue to be applied to reduce such amortization payments as set forth in Section 2.05(a) solely to 2.05(a)(iii). To the extent of any such amounts applied to the prepayment of Initial Term Loansnot previously paid, the prepaid, refinanced, substituted or replaced, all Initial Term Loans shall be due and payable, and the Borrower shall repay to payable on the Initial Term Lenders quarterly Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (ii) On the last Business Day of each month fiscal quarter of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, Borrowers commencing with the first such payment date fiscal quarter ending on May 30March 31, 2024 (each such date2021, an “Initial the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Repayment Date”)Lenders, an aggregate principal amount equal to the Applicable Amortization Percentage of the original a principal amount of all Initial the 2020 Incremental Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner adjusted from time to time pursuant to Section 8.02; provided, however, that (iSections 2.05 and 2.06(b)) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to 1.00% per annum of the aggregate principal amount of all Initial the 2020 Incremental Term Loans outstanding on such dateas of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on prepaid, refinanced, substituted or replaced, 2020 Incremental Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment Loans shall be due and payable on the next succeeding Business Dayapplicable 2020 Incremental Term Loan Maturity Date, together with accrued and such extension unpaid interest and fees on the principal amount to be paid up to but excluding the date of time shall be reflected in computing interest or fees, as the case may be and payment. (iii) if On the last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after 2021 Incrementalthe 2023 Repricing and Maturity Extension Amendment FundingEffective Date, the Borrowers shall pay to the Administrative Agent, for the account of the 2021 Incremental Term Loan Lenders, a principal amount of the 2021 Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the 2021 Incremental Term Loans as of the 2023 Repricing and Maturity Extension Amendment Effective Date; provided that any principal repayment installment optional prepayments of 2021 Incremental Amendment Funding DateTerm Loans (as in effect prior to the 2023 Repricing and Maturity Extension Amendment Effective Date) made prior to the 2023 Repricing and Maturity Extension Amendment Effective Date shall continue to be made by applied to reduce such amortization payments as set forth in Section 2.05(a)(iii) . To the Borrower on a extent not previously paid, prepaid, refinanced, substituted or replaced, 2021 Incremental Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment Loans shall be due and payable on the immediately preceding Business Dayapplicable 2021 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iv) All repayments pursuant to this Section 2.07(a) shall be subject to Section 3.05, but shall otherwise be without premium or penalty.

Initial Term Loans. (a) Subject to adjustment as the terms and conditions hereof, (a) each Lender holding an Initial Term Loan Commitment severally agrees to make in a result single draw, on the Closing Date, one or more term loans to the Borrowers, on a joint and several basis (each, an “Initial Term Loan” and, collectively the “Initial Term Loans”), which Initial Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the application Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Initial Term Loans comprising the same Borrowing shall at all times be of prepayments the same Type; and (iii) shall be made by each such Lender in accordance an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to subsection 2.5 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an “Incremental Term Loan” and, collectively the “Incremental Term Loans”, and, together with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial “Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment DateLoans”), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount equal to which does not exceed the Applicable Amortization Percentage Incremental Term Loan Commitment of the original principal amount of all Initial such Lender. Once repaid, Incremental Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall incurred hereunder may not be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayreborrowed.

Initial Term Loans. Subject The Borrower shall repay to adjustment the Administrative Agent for the ratable account of the Initial Term Lenders the aggregate principal amount of the Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be (x) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06 or other adjustment pursuant to Section 2.05(a10.07(j), or (y) solely to the extent increased as a result of any such amounts applied to increase in the prepayment amount of Initial Term Loans, Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans shall be due and payable, and made as of the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Closing Date)): 139 140 Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of for the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. Subject The Parent Borrower shall give the Administrative Agent an irrevocable Borrowing Request requesting that the applicable Term Lenders make the initial Term Loans on the Effective Date prior to adjustment as 11:00 a.m. (i) in the case of a result Base Rate Loan, on the Effective Date and (ii)(A) in the case of a Daily Simple RFR Loan denominated in Dollars, at least five (5) RFR Business Days prior to the application Effective Date, (B) in the case of prepayments a Term RFR Loan denominated in accordance with Dollars, at least three (3) RFR Business Days prior to the order Effective Date, (C) in the case of priority a Eurocurrency Rate Loan denominated in Dollars, at least three (3) Eurocurrency Banking Days prior to the Effective Date, (D) in the case of an RFR Loan denominated in any Foreign Currency, at least five (5) RFR Business Days prior to the Effective Date, and (E) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four (4) Eurocurrency Banking Days prior to the Effective Date; provided, that the Parent Borrower may only request a Eurocurrency Rate Loan or an RFR Loan if the Parent Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 2.05(a2.15 of this Agreement. Any Borrowing Request shall specify (A) solely to the extent date of any such amounts applied to the prepayment of Initial Term Loansborrowing, the Initial Term Loans which shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, a RFR Business Day or an Eurocurrency Banking Day, as applicable, (B) the Currency of such principal repayment installment borrowing, (C) the amount of such borrowing, (D) whether such Term Loan is to be a Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR Loan or a Base Rate Loan, and (E) in the case of a Eurocurrency Rate Loan or a Term RFR Loan, the duration of the Interest Period applicable thereto. If the Parent Borrower fails to specify the Currency of a Term Loan in a Borrowing Request, then the Term Loan shall be due on made in Dollars. If the next succeeding Business DayParent Borrower fails to specify a type of Term Loan in Dollars in a Borrowing Request, and such extension of time then the applicable Term Loan shall be reflected made as a Base Rate Loan. If the Parent Borrower requests a borrowing of Eurocurrency Rate Loans or Term RFR Loans in computing interest or feesany such Borrowing Request, as the case may but fails to specify an Interest Period, it will be and (iii) if any principal repayment installment deemed to be made by the Borrower on a Term SOFR Loan shall come due on a day other have specified an Interest Period of one month. Not later than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.1:00

Initial Term Loans. (a) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority terms and conditions set forth herein, each Continuing Term B Lender (i) severally agrees to continue all (or such lesser amount as the Arrangers may allocate) of its Existing Tranche B Term Loans as Initial Term Loans in Section 2.05(a) solely a principal amount equal to the extent principal amount of its Existing Tranche B Term Loans (or such lesser amount as the Arrangers may allocate) (the “Allocated Rollover Amounts”; any such amounts applied principal amount of Existing Tranche B Term Loans not allocated by the Arrangers to the prepayment of continue as Initial Term Loans, the “Non-Allocated Existing Tranche B Term Loans”) and (ii) shall be deemed for the purpose of the Amended Credit Agreement to have made Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), in an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all its Existing Tranche B Term Loans minus the principal amount of its Non-Allocated Existing Tranche B Term Loans (if any) on the Amendment and Restatement Effective Date. (b) Subject to the terms and conditions set forth herein, each Additional Term B Lender severally agrees to make an Initial Term Loan to the Borrower on the Amendment and Restatement Effective Date in a principal amount equal to its Additional Term B Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. On the Amendment and Restatement Effective Date, the proceeds of the Additional Tranche B Term Loans outstanding shall be applied to, among other things, prepay the Existing Tranche B Term Loans of the Non-Continuing Term B Lenders and the Non-Allocated Existing Tranche B Term Loans of the Continuing Term B Lenders. The Additional Term B Commitments of the Additional Term B Lenders will be automatically and permanently reduced to $0 upon the funding of the Additional Tranche B Term Loans on the Amendment and Restatement Effective Date. (c) On the Amendment and Restatement Effective Date, (i) each Non-Continuing Term B Lender shall have its Existing Tranche B Term Loans prepaid in full, and the Borrower shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on such dateNon-Continuing Term B Lender’s Existing Tranche B Term Loans to, but not including, the Amendment and Restatement Effective Date; and (ii) each Continuing Term B Lender with Non-Allocated Existing Tranche Term B Loans shall have its Non-Allocated Existing Tranche Term B Loans prepaid in full, and the Borrower shall pay to each such Continuing Term B Lender all accrued and unpaid interest on such Continuing Term B Lender’s Non-Allocated Existing Tranche B Term Loans to, but not including, the Amendment and Restatement Effective Date. (d) Each Initial Term Lender agrees to the amendments to the Existing Credit Agreement set forth in Annex A hereto. It is understood and agreed that (i) Continued Term B Loans and Additional Tranche B Term Loans constitute “Initial Term Loans” and “Term Loans”, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Additional Tranche B Commitments and Allocated Rollover Amounts constitute “Initial Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, Commitments” and such extension of time shall be reflected in computing interest or fees, as the case may be “Term Commitments” and (iii) if any principal repayment installment to be made by the Borrower on a Continuing Term SOFR Loan B Lenders and Additional Term B Lenders shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar monthconstitute “Initial Term Lenders,” “Term Lenders” and “Lenders”, in which event such principal repayment installment shall be due on each case, for all purposes under the immediately preceding Business DayAmended Credit Agreement.

Initial Term Loans. Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the The Borrower shall repay to the Administrative Agent for the ratable account of the Initial Term Lenders quarterly holding Initial Term Loans (i) on the last Business Day of each month of FebruaryMarch, MayJune, August September and November occurring until the Maturity Date with respect to the Initial Term FacilityDecember, commencing with the first such payment date on May September 30, 2024 (each such date, an “Initial Term Loan Repayment Date”)2023, an aggregate principal amount equal to the Applicable Amortization Percentage 1.25% of the original aggregate principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner made pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of 2.01 by the Initial Term Loans shall be repaid Lenders (other than the Second Amendment Incremental Term Lender) and (ii) on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to Maturity Date, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that (x) payments required by clause (i) above (each, an “Amortization Payment”) shall be reduced as a result of the application of prepayments in accordance with Section 2.05 and (y) upon each funding of Second Amendment Incremental Term Loans, (iiA) if each subsequent Amortization Payment shall be increased by an amount equal to (1) the principal amount of such Second Amendment Incremental Term Loans multiplied by (2) a fraction equal to (I) the amount of the applicable Amortization Payment (as adjusted from time to time pursuant to Section 2.05 but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) divided by (II) the then aggregate outstanding principal amount of the Initial Term Loans (including any Second Amendment Incremental Term Loans previously funded but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) and (B) each Initial Term lender will receive, on each such payment date, a pro rata portion of the applicable Amortization Payment as adjusted pursuant to the foregoing clause (A), with such pro rata portion being calculated based on the proportion of the aggregate outstanding principal repayment installment to be amount of the Initial Term Loans made by such Initial Term Lender pursuant to Section 2.01 to the aggregate outstanding principal amount of the Initial Term Loans made by all Initial Term Lenders pursuant to Section 2.01. The Administrative Agent shall be authorized to make the adjustments referred to in the foregoing proviso and shall upon request provide a schedule of the remaining payments to the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayeach Lender.

Initial Term Loans. Subject (a) Each Lender party hereto that is owed Existing Term Loans severally agrees to adjustment as exchange its Existing Term Loans for a result like outstanding principal amount of new term loans on the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely Amendment Effective Date (relative to the extent of any such amounts applied Lender, its "Initial Term Loan"), which exchange shall be deemed to the be a voluntary prepayment of such Lender's Existing Term Loans by the Borrower and the making of an Initial Term Loans, the Loan pursuant to clause (b) below by such Lender for such amount. (b) Each Lender with an Initial Term Loan Commitment severally agrees to make Initial Term Loans shall be due and payable, and to the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Amendment Effective Date with respect in a principal amount not to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “exceed its Initial Term Loan Repayment Commitment on the Amendment Effective Date”), an aggregate principal amount equal to . In the Applicable Amortization Percentage of event that the original principal amount of all Borrower requests Initial Term Loans made by all in an aggregate amount (the "Aggregate Initial Term Lenders under Section 2.01(a)(iLoan Amount") (which payments shall be reduced as a result less than the aggregate of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Lenders' Initial Term Loans then outstandingLoan Commitments, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the each such Lender shall make an Initial Term Loans shall be repaid on Loan to the Maturity Date for the Initial Term Facility and in any event shall be Borrower in an amount equal to the aggregate principal amount of all Aggregate Initial Term Loans outstanding Loan Amount multiplied by such Lender's Initial Term Loan Percentage. Subject to clause (a) above, on such date, (ii) if any principal repayment installment to be made by the Amendment Effective Date the Borrower (other than principal repayment installments on shall voluntarily prepay all Existing Term SOFR Loans from the proceeds of the Initial Term Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.

Initial Term Loans. Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the The Borrower shall repay to the Administrative Agent for the ratable account of the Initial Term Lenders quarterly holding Initial Term Loans (i) on the last Business Day of each month of FebruaryMarch, MayJune, August September and November occurring until the Maturity Date with respect to the Initial Term FacilityDecember, commencing with the first such payment date on May September 30, 2024 (each such date, an “Initial Term Loan Repayment Date”)20232025, an aggregate principal amount equal to the Applicable Amortization Percentage 1.25% of the original aggregate principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner made pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of 2.01 by the Initial Term Loans shall be repaid Lenders (other than the Second Amendment Incremental Term Lender) and (ii) on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to Maturity Date, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that (x) payments required by clause (i) above (each, an “Amortization Payment”) shall be reduced as a result of the application of prepayments in accordance with Section 2.05 and (y) upon each funding of Second Amendment Incrementalany additional Initial Term Loans pursuant to Section 2.01(c), (iiA) if each subsequent Amortization Payment shall be increased by an amount equal to (1) the principal amount of such Second Amendment Incrementaladditional Initial Term Loans multiplied by (2) a fraction equal to (I) the amount of the applicable Amortization Payment (as adjusted from time to time pursuant to Section 2.05 but without giving effect to such Borrowing of Second Amendment Incrementaladditional Initial Term Loans) divided by (II) the then aggregate outstanding principal amount of the Initial Term Loans (including any Second Amendment Incrementaladditional Initial Term Loans previously funded but without giving effect to such Borrowing of Second Amendment Incrementaladditional Initial Term Loans) and (B) each Initial Term lender will receive, on each such payment date, a pro rata portion of the applicable Amortization Payment as adjusted pursuant to the foregoing clause (A), with such pro rata portion being calculated based on the proportion of the aggregate outstanding principal repayment installment to be amount of the Initial Term Loans made by such Initial Term Lender pursuant to Section 2.01 to the aggregate outstanding principal amount of the Initial Term Loans made by all Initial Term Lenders pursuant to Section 2.01. The Administrative Agent shall be authorized to make the adjustments referred to in the foregoing proviso and shall upon request provide a schedule of the remaining payments to the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayeach Lender.

Initial Term Loans. (i) On the Restatement Date (after giving effect to the Restatement Date Refinancing), Initial Term Loans in an aggregate principal amount of $275,000,000 are outstanding. (ii) Subject to adjustment the terms and conditions set forth herein, each (A) Existing Lender that executes and delivers a counterpart to this Agreement with its consent severally agrees that, on the Restatement Date, (1) the Initial Term Loans held by such Existing Lender under the Existing Credit Agreement and outstanding on the Restatement Date (immediately prior to giving effect thereto) shall continue and remain as Initial Term Loans under this Agreement and (2) such Existing Lender will assign a result portion of its Initial Term Loans (as notified to such Existing Lender by the application Administrative Agent) to the New Lender (as defined below) on the Restatement Date at par (it being understood that no Assignment and Assumption shall be required to be executed by such Existing Lender or the New Lender to effect such assignment) and (B) Existing Lender holding Initial Term Loans that does not execute and deliver a counterpart to this Agreement or executes and delivers a counterpart to this Agreement declining consent (each, a “Non-Consenting Existing Lender”) shall be required to assign the entire amount of prepayments its Initial Term Loans (the “Assigned Initial Term Loans”) to BMO ▇▇▇▇▇▇ Bank, N.A. (in such capacity, the “New Lender”) in accordance with Section 9.02(c) and 9.04 and such New Lender shall become a Lender under this Agreement with respect to such Assigned Initial Term Loans (and this Agreement shall constitute the order notice to any such Non-Consenting Existing Lender to be replaced in accordance with Section 9.02(c)). Each of priority the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the Restatement Date, each Non-Consenting Existing Lender, as assignor, will be deemed pursuant to Section 9.02(c) and 9.04 to assign its Initial Term Loans to the New Lender, as assignee. (iii) After the Restatement Date, upon the terms and subject to the conditions set forth herein and in Section 2.05(a) solely any Incremental Term Facility Amendment or Refinancing Amendment, each Term Lender with a Term Commitment with respect to the extent any Class of Term Loans (other than any such amounts applied to the prepayment Class of Initial Term Loans, the Initial ) severally agrees to make a Term Loans shall be due and payable, and Loan denominated in dollars under such Class to the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal not to exceed such Term Lender’s Term Commitment under such Class on the aggregate principal amount date of all Initial incurrence thereof. (iv) Amounts borrowed, exchanged, renewed, replaced or refinanced under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans outstanding on such date, (ii) if any principal repayment installment to may be made by the Borrower (other than principal repayment installments on Term SOFR ABR Loans or Eurodollar Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayfurther provided herein.

Initial Term Loans. Subject to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall be due and payable, and the The Borrower shall repay to the Administrative Agent for the ratable account of the Initial Term Lenders quarterly holding Initial Term Loans (i) on the last Business Day of each month of FebruaryMarch, MayJune, August September and November occurring until the Maturity Date with respect to the Initial Term FacilityDecember, commencing with the first such payment date on May September 30, 2024 (each such date, an “Initial Term Loan Repayment Date”)2023, an aggregate principal amount equal to the Applicable Amortization Percentage 1.25% of the original aggregate principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner made pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of 2.01 by the Initial Term Loans shall be repaid Lenders (other than the Second Amendment Incremental Term Lender) and (ii) on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to Maturity Date, the aggregate principal amount of all Initial Term Loans outstanding on such date; provided that (x) payments required by clause (i) above (each, an “Amortization Payment”) shall be reduced as a result of the application of prepayments in accordance with Section 2.05 and (y) upon each funding of Second Amendment Incremental Term Loans, (iiA) if each subsequent Amortization Payment shall be increased by an amount equal to (1) the principal amount of such Second Amendment Incremental Term Loans multiplied by (2) a fraction equal to (I) the amount of the applicable Amortization Payment (as adjusted from time to time pursuant to Section 2.05 but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) divided by (II) the then aggregate outstanding principal amount of the Initial Term Loans (including any Second Amendment Incremental Term Loans previously funded but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) and (B) each Initial Term lender will receive, on each such payment date, a pro rata portion of the applicable Amortization Payment as adjusted pursuant to the foregoing clause (A), with such pro rata portion being calculated based on the proportion of the aggregate outstanding principal repayment installment amount of the Initial Term Loans made by such Initial Term Lender pursuant to Section 2.01 to the aggregate outstanding principal amount of the Initial Term Loans made by all Initial Term Lenders pursuant to Section 2.01. The Administrative Agent shall be made authorized to make the adjustments referred to in the foregoing proviso and shall upon request provide a schedule of the remaining payments to the Borrower and each Lender. In the event any Incremental Term Loans or Extended Term Loans are made, such Incremental Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due in the amounts and on the next succeeding Business Day, dates set forth in the definitive documentation with respect thereto and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayapplicable Maturity Date thereof.

Initial Term Loans. (a) Subject to adjustment as a result of the application of prepayments in accordance with the order of priority terms and conditions set forth herein, each Continuing Term Lender (i) severally agrees to continue all (or such lesser amount as the Arranger may allocate) of its Existing Term Loans as Initial Term Loans in Section 2.05(a) solely a principal amount equal to the extent principal amount of its Existing Term Loans (or such lesser amount as the Arranger may allocate) (the “Allocated Rollover Amounts”; any such amounts applied principal amount of Existing Term Loans not allocated by the Arranger to the prepayment of continue as Initial Term Loans, the “Non-Allocated Existing Term Loans”) and (ii) shall be deemed for the purpose of the Amended Credit Agreement to have made Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month of February, May, August and November occurring until the Maturity Date with respect to the Initial Term Facility, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), in an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all its Existing Term Loans minus the principal amount of its Non-Allocated Existing Term Loans (if any) on the Third Amendment Effective Date. (b) Subject to the terms and conditions set forth herein, each Additional Term Lender severally agrees to make an Initial Term Loan to the Borrower on the Third Amendment Effective Date in a principal amount equal to its Additional Term Loan Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. On the Third Amendment Effective Date, the proceeds of the Additional Term Loans outstanding shall be applied to, among other things, prepay the Existing Term Loans of the Non-Continuing Term Lenders. The Additional Term Loan Commitments of the Additional Term Lenders will be automatically and permanently reduced to $0 upon the funding of the Additional Term Loans on the Third Amendment Effective Date. (c) On the Third Amendment Effective Date, each Non-Continuing Term Lender shall have its Existing Term Loans prepaid in full, and the Borrower shall pay to each Non-Continuing Term Lender all accrued and unpaid interest on such dateNon-Continuing Term Lender’s Existing Term Loans to, but not including, the Third Amendment Effective Date. (d) Each Initial Term Lender agrees to the amendments to the Existing Credit Agreement set forth in Annex B hereto. It is understood and agreed that (i) Continued Term Loans and Additional Term Loans constitute “Initial Term Loans” and “Term Loans”, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Additional Commitments and Allocated Rollover Amounts constitute “Initial Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, Commitments” and such extension of time shall be reflected in computing interest or fees, as the case may be “Term Commitments” and (iii) if any principal repayment installment to be made by the Borrower on a Continuing Term SOFR Loan Lenders and Additional Term Lenders shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar monthconstitute “Initial Term Lenders,” “Term Lenders” and “Lenders”, in which event such principal repayment installment shall be due on each case, for all purposes under the immediately preceding Business DayAmended Credit Agreement.

Initial Term Loans. Subject (i) The Borrower hereby unconditionally promises to adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely pay to the extent Administrative Agent for the account of any such amounts applied to the prepayment of each Original Initial Term LoansLender, the Original Initial Term Loans shall be due and payable, and the Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each month March, June, September and December, beginning on the last Business Day of February, May, August the first full fiscal quarter to occur after the Effective Date and November occurring until ending with the Maturity Date with respect last such day to occur prior to the Initial Term FacilityLoan Maturity Date, commencing with the first such payment date on May 30, 2024 (each such date, an “Initial Term Loan Repayment Date”), in an aggregate principal amount for each such date equal to the Applicable Amortization Percentage 0.25% of the original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all the Original Initial Term Loans outstanding on the Effective Date (as such dateamount shall be adjusted for prepayments pursuant to the terms of this Agreement). Additionally, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Original Initial Term Lender the principal of such Original Initial Term Lender’s Original Initial Term Loans on the Initial Term Loan Maturity Date. (ii) if any The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender, the 2018/2019 Incremental Term Loans on the last Business Day of each March, June, September and December, beginning on the last Business Day of the first full fiscal quarter to occur after the 2018 Incremental Amendment Effective Date and ending with the last such day to occur prior to the Initial Term Loan Maturity Date, in an aggregate principal repayment installment amount for each such date equal to 0.25% of the aggregate principal amount of the 2018/2019 Incremental Term Loans outstanding on the 2019 Incremental Amendment Effective Date (as such amount shall be made by adjusted for prepayments pursuant to the terms of this Agreement). Additionally, the Borrower (other than hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender the principal repayment installments on of such 2018/2019 Incremental Lender’s 2018/2019 Incremental Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due Loans on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Initial Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business DayMaturity Date.

Initial Term Loans. Subject Each Lender severally agrees to adjustment as a result lend to Company on the Closing Date an amount not exceeding its Pro Rata Share of the application aggregate amount of prepayments in accordance with the order of priority set forth in Section 2.05(a) solely to the extent of any such amounts applied to the prepayment of Initial Term Loans, the Initial Term Loans shall Loan Commitments to be due and payable, used for the purposes identified in Section 2.5A. The original amount of each Lender’s Initial Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the Borrower shall repay to aggregate amount of the Initial Term Lenders quarterly on Loan Commitments is $460,000,000; provided that each Initial Term Loan made by a Lender hereunder shall be subject to an original issue discount such that such Initial Term Loan will result in aggregate proceeds to Company in an amount equal to 98.0% of such Lender’s Initial Term Loan Commitment, which amount shall represent the last Business Day amount of each month of February, May, August and November occurring until such Initial Term Loans to be made available by such Lender pursuant to Section 2.1C. Except as specified in the Maturity Date with respect proviso to the Initial Term Facilityimmediately preceding sentence, commencing with the first such payment date on May 30, 2024 (each such date, all references herein to an “Initial Term Loan” or “Initial Term Loans”, to “principal”, the “principal amount” or the “outstanding principal amount” of any Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the original principal amount of all or Initial Term Loans made by all and other terms of like import shall mean 100% of the Initial Term Lenders Loan Commitments (immediately prior to the incurrence of Initial Term Loans on the Closing Date). Company may make only a single drawing on the Closing Date under Section 2.01(a)(ithe Initial Term Loan Commitments and the Initial Term Loan Commitments (and the Initial Term Loan Commitment of each Lender) shall terminate in its entirety on the Closing Date (which payments shall be reduced as a result of after giving effect to the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal making of the Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date, (ii). Amounts borrowed under this Section 2.1A(i) if any principal repayment installment to and subsequently repaid or prepaid may not be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Dayreborrowed.