Common use of Required Terms Clause in Contracts

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans, (B) shall not mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Term Loans Loans, each existing on the Incremental Facility Closing DateDate (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu or junior in right of payment and of security with the Initial Term Loans,Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent and the Borrower), or shall be unsecured (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans prior to the time of such incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) [Reserved]. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing DateLoan Commitments, in each case that are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus Loans, as applicable, by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, shall be increased by the Initial applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause any existing Class of Term Loans, such differential between interest rate floors shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the Initial Term Loans to equal extent an increase in the All-In Yield then Eurocurrency or Base Rate Floor applicable to the Incremental existing Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (or implementation of, as applicablebut not the Applicable Rate) the Eurodollar Rate floor applicable to the existing Term Loans shall be increased to the extent of such Loansdifferential between interest rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, in the case of Incremental Term Loans and Incremental Term Commitments, to the extent not identical to consistent with the Initial Term Loans Loans, each existing on the Incremental Facility Closing DateDate have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date at the time of incurrence of such Incremental Term Commitment or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any more restrictive terms are added for the benefit of any such Incremental Term Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such more restrictive terms are also added for the benefit of any corresponding existing Facility, and otherwise be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu or junior in right of payment and or of security with the Initial Term LoansLoans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent), or shall be unsecured, (B) other than (i) Customary Term A Loans, or (ii) as provided for in clause (e)(iii) below, shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) other than Customary Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any Term Loans on outstanding at the date time of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Term Loans prior to the time of such incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be substantially consistent with those applicable to any existing Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans or, including with respect to the initial Incremental Revolving Credit Commitments, otherwise reasonably acceptable to the Administrative Agent (it being understood and agreed that any terms that are consistent with any existing Term Loans shall be deemed reasonably acceptable). (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments within twelve (12) other than with respect to any Incremental Term Facility up to an amount not to exceed $200,000,000 (the “MFN Trigger Amount”), in each case, that are secured by the Collateral on a pari passu basis with the Initial Term Loans, established on or prior to the date that is 12 months after the Closing DateDate and with a maturity date that is less than 12 months after the then Latest Maturity Date of the Initial Term Loans, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans plus by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause the then applicable Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the Initial Term Loans to equal would cause an increase in the All-In Yield interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due shall be increased to the application extent of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in such differential between interest rate floors (or implementation ofthis proviso, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical consistent with (or more favorable, taken as a whole, to the Parent Borrower and its Restricted Subsidiaries than) the Closing Date Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing Latest Maturity Date with respect to the Closing Date Term Loans or Revolving Credit Commitments, as applicable, that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facility; provided, further, that in Facility remaining outstanding after the case of a Term Loan Increase, the terms, provisions and documentation effectiveness of such Term Loan Increase Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing extent that such financial maintenance covenant is also added for the Term Loan Increase) to benefit of the applicable Term Loans being increased, in each case, as existing on Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security either be (x) secured by the Collateral on a pari passu or junior lien basis with the Initial Term LoansFirst Lien Obligations under this Agreement or (y) unsecured, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Maturity Date of the Closing Date Term Loan Maturity DateLoans, (C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) subject to clause (e)(iii) below, shall have an Applicable Rate and, and All-In Yield determined by the Parent Borrower and the applicable Incremental Term Lenders and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) belowabove, shall have amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, in each case, as set forth in the applicable Incremental Amendment, and (E) (x) with respect to voluntary prepayments of Term Loans hereunder, the Incremental Term Loans may participate on a pro rata basis or less than or greater than pro rata basis with respect to the Closing Date Term Loans, including as may be specified in the applicable Incremental Amendment and (y) with respect to mandatory prepayments of Term Loans hereunder, the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of with respect to the Closing Date Term Loans under Section 2.03(b)(i)Loans, (ii) or (iii)(A), including as may be specified in the applicable Incremental Amendment.; provided that, notwithstanding the foregoing, (I) with respect to this clause (y), the Borrowers shall be permitted to allocate mandatory prepayments to any Class of Term Loans on a greater than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class, and (II) this clause (y) shall not apply to mandatory prepayments made pursuant to Section 2.05(b)(iv) on account of Indebtedness incurred under Section 7.03(t); (ii) the amortization schedule Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans: (A) shall either be (x) secured by the Collateral on a pari passu or junior lien basis with the First Lien Obligations under this Agreement or (y) unsecured, (B) shall not mature or provide for mandatory commitment reductions earlier than the Maturity Date of the Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments, (3) repayments made in connection with any refinancing of Incremental Revolving Credit Commitments, and (4) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exist Incremental Revolving Credit Commitments with a longer maturity date, shall provide that all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class or in connection with any refinancing thereof, (F) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date, (G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date, (H) shall have an Applicable Rate and All-In Yield determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders; and (iii) with respect to any Incremental Term Loans and (other than in respect of up to $750,000,000 (the All-In Yield applicable to the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loans of each Class shall be determined as designated in writing by the Parent Borrower to the Administrative Agent) that are secured by the Collateral on a pari passu with the First Lien Obligations under this Agreement and established on or prior to the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, date that with respect to any Loans made under Incremental Term Commitments within twelve (12) is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than exceed the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial the Closing Date Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess above 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial such Closing Date Term Loans shall be increased by the applicable Yield Differential (the “MFN Protection”); provided, that, (A) if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause the then applicable Closing Date Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the Initial Term Loans to equal extent an increase in the All-In Yield then Eurocurrency or Base Rate floor applicable to the Incremental Closing Date Term Loans minus 50 basis points; provided that would cause an increase in the interest rate then in effect thereunder, and (B) any increase in the All-In Yield on the Initial Closing Date Term Loans due to the application of a Eurodollar Eurocurrency or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar or Base Rate floor applicable to such Loans.Closing Date Term Loans (unless the Parent Borrower otherwise elects in its sole discretion);

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Maturity Date with respect to the Term Loan A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity DateDate with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term A Loans on the date of incurrence of such Incremental Term A Loans (without giving effect to any except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans on the date of incurrence of such Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) shall not mature earlier than the Maturity Date with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof), (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental Revolving Credit Commitments with a longer Maturity Date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a greater than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date, (G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and (H) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing DateB Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial to such Term Loans B Loan due to the application of a Eurodollar Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar any Eurocurrency Rate or Base Rate floor applicable to such LoansTerm B Loan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase Class, as the case may be, shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, (I) consistent with the terms applicable to the extent not identical to the Initial Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory (II) not materially more restrictive to the Borrower and its Subsidiaries (as determined by the Borrower in consultation with the Administrative Agent; provided that ), when taken as whole, than the documentation governing any Incremental terms applicable to the Initial Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant or other provisions are added for the benefit of any Incremental Term Loans or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant or other provisions are also added for the benefit of each applicable Facility remaining outstanding after the effectiveness of such Incremental Amendment that has a final scheduled maturity date prior to the final scheduled maturity date of the Incremental Term Loans (determined on the Incremental Facility Closing Date)); provided that a certificate of a Responsible Officer delivered to the Administrative Agent prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (II) shall be conclusive evidence that such terms and conditions satisfy such requirements or (III) reasonably satisfactory to the Administrative Agent. In any event: (i) the Incremental Term Loans: (A) shall be unsecured or shall rank equal in priority pari passu or junior in right of payment and of security with the Term Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent), (B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date of the Initial Term Loans, (B) shall not mature earlier than the Original Term Loan Maturity Date, (C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on (without giving effect to any prepayments of the date Initial Term Loans prior to the time of incurrence of such Incremental Term Loans (without giving effect that would otherwise modify the Weighted Average Life to any amortization or prepayment Maturity of the Initial Term Loans prior to the time of such incurrenceLoans), (D) the Incremental Term Loans may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and (E) shall have an Applicable Rate andprovide that mandatory prepayments of the Incremental Term Loans shall be on a pro rata or less than pro rata basis, subject except that the Borrower shall be permitted to prepay any Class of Term Loans on a better than pro rata basis as compared to any other class of Term Loans with a later maturity date than such Class, provided that, any Incremental Term Facility may provide for the ability to participate on a non-pro rata basis in any voluntary prepayments of the Incremental Term Loans. (ii) [Reserved]. (iii) Subject to clauses (e)(i)(B) and (e)(i)(C) above above, the Applicable Rate and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under any Incremental Commitments secured on a pari passu basis with the Initial Term Commitments within twelve (12) months after the Closing DateLoans other than any MFN Excluded Debt, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans by more than fifty (50) basis points per annum (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus 50 fifty (50) basis points per annum unless annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Term SOFR or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided, further, that, if any Incremental Term Loans include a Term SOFR or Base Rate floor that is increased so greater than the Term SOFR or Base Rate floor applicable to any existing Class of Term Loans, such differential between Term SOFR or Base Rate floors, as to cause applicable, shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on the Initial Term Loans to equal the All-In Yield then applicable clause (ii) but only to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through extent an increase in (the Term SOFR or implementation of, as applicable) the Eurodollar Base Rate floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such Loanscase the Term SOFR and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between Term SOFR or Base Rate floors as the case may be.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class shall be as agreed among the Borrower, the Administrative Agent and the applicable Lenders providing such Incremental Commitments. In any event: (i) (A) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and conditions identical to the Aggregate Revolving Commitments; and (B) any Incremental Commitments with respect to any Term Loan Increase shall be as agreed between on terms and conditions identical to the Borrower and the applicable Incremental Class of Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, Loan being increased; (ii) to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, any Incremental Term Loan Commitments with respect to any new Class of Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facilityany new Class of Incremental Term Loan (and the Incremental Term Loan Commitments with respect thereto), no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the existing credit facilities hereunder); provided, furtherthat, that in the case any new Class of a Incremental Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan IncreaseA)(1) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial then-existing Term Loans, Loans and (2) have no obligors other than the Loan Parties, (B) shall not mature earlier than the Original latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loan (except that, for the avoidance of doubt, any Term Loan Increase shall have the same Maturity Date, Date as the Class of Term Loans being increased), (C) shall have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial any then-existing Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), and (D) shall have an Applicable Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees and clause (e)(ii) below, amortization determined by the Borrower and the applicable Lenders providing such Incremental Term LendersLoan; provided, and (E) further, that, any Class of Incremental Term Loan may participate on a pro rata basis or a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term Loans, Initial Term B-1 Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facility; provided, further, that in Facility remaining outstanding after the case of a Term Loan Increase, the terms, provisions and documentation effectiveness of such Term Loan Increase Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing extent that such financial maintenance covenant is also added for the Term Loan Increase) to benefit of the applicable Term Loans being increased, in each case, as existing on Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event: (i) the Incremental Term Loans: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank equal in priority in right not mature earlier than the Maturity Date of payment and of security with the Initial Term Loans or the Initial Term B-1 Loans, (B) shall not mature earlier than subject to the Original Term Loan Permitted Earlier Maturity Date, (C) Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on or the date of incurrence of such Incremental Initial Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)B-1 Loans, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B‎(e)‎(i)‎(A) and (e)(i)(C‎(e)‎(i)‎(B) above and clause (e)(ii‎(e)‎(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this ‎Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this ‎Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections ‎2.03(n) and ‎2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments within twelve (12) with a maturity date prior to the date that is 24 months after the Maturity Date of the Initial Term Loans, secured on a pari passu basis with the Initial Term Loans and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in with the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans is increased so as to cause Loans, the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the First Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on and the Initial Second Incremental Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be reasonably satisfactory not materially more restrictive to Administrative Agent; provided that the documentation governing Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except in the case of clauses (A) and (B) to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may include be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (i) if any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each the Revolving Facility and (ii) if any such terms of any Incremental Term Loans and Incremental Term Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Loan Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (ia) the Incremental Term Loans: (Ai) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Initial First Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent and the Borrower) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above; provided that any such Incremental Term LoansLoans that rank junior in priority of right of security with the First Lien Obligations under this Agreement or that are unsecured shall be incurred as Permitted Incremental Equivalent Debt, (Bii) shall not mature earlier than the Original Term Loan Maturity Date, (Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to Loans; provided that the effects of any amortization or prepayment of prepayments made on the Closing Date Term Loans prior to the time date of such incurrence)incurrence will be disregarded, (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, (v) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment, (vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Term Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (Evii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above provided that any such Incremental Revolving Commitments and Incremental Revolving Loans that rank junior in priority of right of security with the First Lien Obligations under this Agreement or that are unsecured shall be incurred as Permitted Incremental Equivalent Debt, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(13) in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (v) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any mandatory prepayments such Class of Term Revolving Loans under Section 2.03(b)(i), on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof, (iivi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or (iii)(A)Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental AmendmentRevolving Lenders, (ix) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (iic) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any syndicated Incremental Term Loans made under Incremental Term Commitments within twelve (12) months after incurred on or prior to the first anniversary of the Closing Date pursuant to clause (B) of the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and that mature within one (1) year following the Original Term Loan Maturity Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Closing Date Term Loans Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurodollar LIBO Rate or Base Rate floor) with respect to the Initial Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans Loans, minus 50 75 basis pointspoints per annum; provided that any increase in All-In Yield on the Initial Closing Date Term Loans due to the application of a Eurodollar LIBO Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar LIBO Rate or Base Rate floor applicable to such Closing Date Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each any corresponding existing Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans, (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments within twelve (12) made on or prior to the date that is 18 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus of any Class denominated in the same currency as such Incremental Term Loans by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial each such Class of Term Loans denominated in such currency shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause any existing Class of Term Loans, such differential between interest rate floors shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the Initial Term Loans to equal extent an increase in the All-In Yield then Eurocurrency or Base Rate Floor applicable to the Incremental existing Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (or implementation of, as applicablebut not the Applicable Rate) the Eurodollar Rate floor applicable to the existing Term Loans shall be increased to the extent of such Loansdifferential between interest rate floors.

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower Representative and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement Latest Maturity Date that is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing effect on the Incremental Facility Closing Date) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment). In any event: (i) the Incremental Term Loans: (A) shall be unsecured or shall rank equal in priority pari passu with or junior in right of payment and of security with to the Initial Term LoansLoans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent), (B) shall not mature earlier than the Original Maturity Date of the Initial Term Loan Maturity DateLoans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on (without giving effect to any prepayments of the date Initial Term Loans prior to the time of incurrence of such Incremental Term Loans (without giving effect that would otherwise modify the Weighted Average Life to any amortization or prepayment Maturity of the Initial Term Loans prior to the time of such incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower Representative and the applicable Incremental Term Lenders, and, (E) may participate not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and (F) mandatory prepayments of the Incremental Term Loans shall be on a pro rata basis or less than pro rata basis (butbasis, except as otherwise that the Borrowers shall be permitted by this Agreement, not to prepay any Class of Term Loans on a greater better than pro rata basis) in basis as compared to any mandatory prepayments other Class of Term Loans under Section 2.03(b)(i)with a later maturity date than such Class, (ii) or (iii)(A)provided that, as specified any Incremental Facility may provide for the ability to participate on a non-pro rata basis in any voluntary prepayments of the applicable Incremental AmendmentTerm Loans. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable Incremental Term Additional Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans secured on a pari passu basis with the Initial Term Loans made under Incremental Term Commitments within on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans by more than 50 basis points per annum (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus 50 basis points per annum unless annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided, further, that, if any Incremental Term Loans include a Eurocurrency Rate or Base Rate floor that is increased so greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between Eurocurrency Rate or Base Rate floors, as to cause applicable, shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on the Initial Term Loans to equal the All-In Yield then applicable clause (ii) but only to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through extent an increase in (the Eurocurrency Rate or implementation of, as applicable) the Eurodollar Base Rate floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, an d in such Loanscase the Eurocurrency Rate and Base Rate floors (but not the Applicable Rate) applicable to the existing Term Loans shall be increased to the extent of such differential between Eurocurrency Rate or Base Rate floors as the case may be.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between among the Borrower Borrower, the Administrative Agent and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and conditions identical to the aggregate Revolving Commitments; (ii) any Incremental Term Loan Commitments with respect to any new Class of Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent and may include customary amortization and mandatory prepayments (it being understood that to the extent any financial maintenance covenant is added for the benefit of any new Class of Incremental Term Loan (and the Incremental Term Loans: Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the existing credit facilities hereunder); provided, that, any new Class of Incremental Term Loan shall (AA)(1) shall rank equal in priority pari passu in right of payment and of security with the Initial Term Loans, Revolving Facility and (2) have no obligors other than the Loan Parties, (B) shall not mature earlier than the Original latest Maturity Date at the time of incurrence of such Incremental Term Loan Maturity Date, Loan, (C) shall other than customary amortization and customary mandatory prepayments, have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), Revolving Facility and (D) shall have an Applicable Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and clause (e)(ii) below, amortization customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to providing such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such LoansLoan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsCommitments (and for the avoidance of doubt, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as no consent of the Administrative Agent shall have been given prompt written notice thereof be required except to the extent affecting the rights and this Agreement duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; providedsuch Incremental Loans, further, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that in then benefits from a financial maintenance covenant and is remaining outstanding (except to the case of a Term Loan Increase, extent such financial maintenance covenant is applicable only to periods after the terms, provisions and documentation Latest Maturity Date of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateRevolving Credit Facility). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with subject to the Initial Term Loans, (B) Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Maturity Date of the Initial Term Loan Loans; provided that Incremental Term Loans (x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity DateDate of the Revolving Credit Commitments, (CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to any amortization be converted or prepayment exchanged satisfies the requirements of Term Loans prior this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the time Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of such incurrence)the Revolving Credit Commitments, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and, (ED) may participate on a pro rata basis or less than pro rata basis (butbut not on a greater than pro rata basis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and (E) shall be available in any Approved Currency, (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any mandatory prepayments such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Term Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans under Section 2.03(b)(i)shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (iiF) any Incremental Revolving Credit Commitments may constitute a separate Class or (iii)(A)Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Amendment.Facility Closing Date; and (iiiii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Lenders Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans plus 50 by more than 100 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together withwith the Eurocurrency RateApplicable Term SOFR Floor, RFR or Base Rate floor, as provided in the proviso below, the Eurodollar Rate floorapplicable) with respect to the applicable Initial Term Loans is shall be increased so as to cause by the then applicable All-In Yield under Differential (this Agreement on proviso, the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (currency other than Dollars or implementation ofEuros, as applicable) applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Eurodollar Rate floor applicable to such LoansBorrower in good faith).

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments of any Class and any Term Loan Increase Commitment shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Loans or Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to substantially consistent with the Term Loans existing on the Incremental Facility Tranche Closing DateDate (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to Administrative Agent; provided the Majority Lenders (other than in respect of pricing, fees, interest, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the documentation governing any Incremental Term Loans may include extent any Previously Absent Financial Maintenance Covenant so long as is added for the Administrative Agent benefit of any Incremental Loan or Incremental Commitment, no consent shall have been given prompt written notice thereof and this Agreement is amended be required from any existing Lender to include the extent such Previously Absent Financial Maintenance Covenant is (A) also added for the benefit of each Facility; providedthe Loans existing on the Incremental Tranche Closing Date or (B) only applicable after the Maturity Date of any Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, OID original issue discount or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:, (i) the each Incremental Term LoansLoan or Incremental Commitment: (A) shall will rank equal in priority pari passu in right of payment and of security with the Initial Term Loans,other Loans or Commitments, as applicable, of such Class; (B) shall not mature earlier than the Original Term Loan Maturity Date,Date with respect to the Initial Loans (prior to giving effect to any extensions thereof); (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any except by virtue of amortization or prepayment of Term the Initial Loans prior to the time of such incurrence),; (D) shall have an Applicable Rate fees and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, ; and (E) may provide for the ability to participate on a pro rata basis basis, or on a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) ), in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class there shall be determined by no borrowers or guarantors in respect of such Incremental Loans that are not the Borrower or a Guarantor, and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater secured by assets other than the applicable All-In Yield payable Collateral (except pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) an escrow or similar arrangement with respect to the Initial Term proceeds of such Incremental Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the or Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such LoansCommitments).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the any then outstanding Term Loans or Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be reasonably satisfactory not materially more restrictive to Administrative Agent; provided that the documentation governing Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the any then outstanding Term Loans or Revolving Facility, as applicable, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may include be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility; provided further, that if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (ia) the Incremental Term Loans: (Ai) (x) shall rank equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Initial Term LoansFirst Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent and the Borrower) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (Bii) shall not mature earlier than the Original Term Loan Maturity Date, (Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans on the date of incurrence of such Incremental Term Loans (without giving effect to Loans; provided that the effects of any amortization or prepayment of prepayments made on the Term Loans prior to the time date of such incurrence)incurrence will be disregarded, (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, (v) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment, (vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Term Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (Evii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(13) in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (v) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any mandatory prepayments such Class of Term Revolving Loans under Section 2.03(b)(i), on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof, (iivi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or (iii)(A)Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental AmendmentRevolving Lenders, (ix) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (iic) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any syndicated Incremental Term Loans made under Incremental Term Commitments with a maturity date within twelve (12) months after one year following the Latest Maturity Date that is incurred on or prior to the six month anniversary of the Closing DateDate pursuant to clause (B) of the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans B Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurodollar SOFR or Base Rate floor) with respect to the Initial Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term B Loans to equal the All-In Yield then applicable to the Incremental Term Loans Loans, minus 50 75 basis pointspoints per annum; provided that any increase in All-In Yield on the Initial Term B Loans due to the application of a Eurodollar SOFR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar SOFR or Base Rate floor applicable to such Term B Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each any corresponding existing Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans, (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) belowbelow and Section 2.07(a), shall have an Applicable Rate and amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments within twelve (12) or Incremental Revolving Credit Commitments made on or prior to the date that is 18 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Credit Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus or Revolving Credit Loans, as applicable, by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial each Class of Term Loans or the Revolving Credit Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause any existing Class of Term Loans, such differential between interest rate floors shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the Initial Term Loans to equal extent an increase in the All-In Yield then Eurocurrency or Base Rate Floor applicable to the Incremental existing Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (or implementation of, as applicablebut not the Applicable Rate) the Eurodollar Rate floor applicable to the existing Term Loans shall be increased to the extent of such Loansdifferential between interest rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each any corresponding existing Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Series B-2 Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments within twelve (12) or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Closing Amendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Credit Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Series B-2 Term Loans plus by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial Series B-2 Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause the then applicable Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the Initial Term Loans to equal extent an increase in the All-In Yield then Eurocurrency or Base Rate Floor applicable to the Incremental existing Series B-2 Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (or implementation of, as applicablebut not the Applicable Rate) the Eurodollar Rate floor applicable to the Series B-2 Term Loans shall be increased to the extent of such Loansdifferential between interest rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans Loans, and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the The Incremental Term Loans:Loans (except as otherwise specified in this clause (i)): (A) shall be guaranteed by the Guarantors and shall rank equal in priority pari passu or junior in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans,; (B) shall not at any time be guaranteed by any Subsidiaries other than the Subsidiaries that are Guarantors nor be secured by a Lien on any property or asset that does not secure the Facilities; (C) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity Date,Loans outstanding at the time of incurrence of such Incremental Term Loans; (CD) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then-existing Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Loans; (DE) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(C) and (e)(i)(Ce)(i)(D) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, andLenders or lenders providing such Incremental Commitments; (EF) may shall participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under hereunder; provided that, unless otherwise agreed between the Incremental Lenders and the Borrower, the payment of the fee referred to in Section 2.03(b)(i2.09(d) shall not apply to any voluntary or mandatory prepayments of Incremental Term Loans; and (G) the other terms of any Incremental Term Loans that are not substantially identical to the then existing Term Loans (other than pursuant to clauses (A) through (F) above) shall either, (i) at the option of the Borrower, (x) reflect market terms and conditions (taken as a whole) at the time of incurrence of the Incremental Term Loans (as determined in reasonable good faith by the Borrower); provided, that if any financial maintenance covenant is applicable to the Incremental Term Loans, such provisions shall also be applicable to then existing Term Loans (except to the extent that such financial maintenance covenant applies only to periods after the latest final scheduled maturity of the then existing Term Loans or (y) not be materially more restrictive to the Borrower when taken as a whole (as determined in reasonable good faith by the Borrower), than the terms of the Initial Term Loans (except in respect of covenants or other provisions applicable only to periods after the latest final scheduled maturity date of the then existing Term Loans or (ii) if neither clause (x) or (iii)(A)y) in preceding clause (i) can be satisfied, as specified in shall be reasonably acceptable to the Administrative Agent (except for covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans existing at the time of incurrence of such Incremental AmendmentTerm Loans). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be substantially identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date; (D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued); (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date; and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates; and (iii) subject to Section 2.14(e)(i)(C), the amortization schedule applicable to any Incremental Term Loans and the All-In In-Yield applicable to the Incremental Term Loans of each Class Class, shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental AmendmentAmendment and in the definitive documentation governing such Indebtedness; provided, however, that to the extent any Incremental Loans are secured on a pari passu basis in right of security with respect to any the Revolving Credit Loans made under Incremental and the Term Commitments within twelve (12) months after the Closing DateLoans, the All-In Yield applicable to such any Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial any Term Loans Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial relevant Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial each outstanding Class of Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum, such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable All-In Yield on the Initial Term Loans due for purposes of determining whether an increase to the application of a Eurodollar Rate floor on any Incremental Term Loan interest rate margin under the Terms Loans shall be effected solely through required, but only to the extent an increase in (the Eurocurrency or implementation of, as applicable) the Eurodollar Base Rate floor in the Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency or Base Rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased to the extent of such Loansdifferential between the Eurocurrency or Base Rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans existing on the Incremental Facility Closing Date, shall either (A) be not materially more restrictive to the Borrower (as reasonably determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (B) be reasonably satisfactory to the Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (ia) the Incremental Term Loans: (Ai) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Initial Term Loans,First Lien Obligations under this Agreement (subject to the applicable Intercreditor Agreement(s)) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above; (Bii) shall not mature earlier than the Original Latest Maturity Date of the then-outstanding Term Loan Maturity Date,Loans; (Ciii) shall have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Loans; (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and; (Ev) may participate on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment; and (vi) shall not have any obligors in respect thereof other than the Borrower and/or the Guarantors. (iib) any Incremental Revolving Commitments shall be effected solely through a Revolving Commitment Increase. (c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Commitments within twelve incurred pursuant to the Available Incremental Amount that rank equal in priority of right of security with the First Lien Obligations under this Agreement (12) months after but without regard to the Closing Datecontrol of remedies), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Closing Date Term Loans Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Adjusted Eurodollar Rate or Base Rate floor) with respect to the Initial Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans Loans, minus 50 basis pointspoints per annum; provided that any increase in All-In Yield on the Initial Closing Date Term Loans due to the application of a an Adjusted Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans; provided, that if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsCommitments (and for the avoidance of doubt, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as no consent of the Administrative Agent shall have been given prompt written notice thereof be required except to the extent affecting the rights and this Agreement duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; providedsuch Incremental Loans, further, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that in then benefits from a financial maintenance covenant and is remaining outstanding (except to the case of a Term Loan Increase, extent such financial maintenance covenant is applicable only to periods after the terms, provisions and documentation Latest Maturity Date of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateRevolving Credit Facility). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with subject to the Initial Term Loans, (B) Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Maturity Date of the Initial Term Loan Loans or Dollar Incremental Term Loans; provided that Incremental Term Loans (x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity DateDate of the Revolving Credit Commitments, (CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on or the date of incurrence of such Dollar Incremental Term Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to any amortization be converted or prepayment exchanged satisfies the requirements of Term Loans prior this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the time Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of such incurrence)the Revolving Credit Commitments, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and, (ED) may participate on a pro rata basis or less than pro rata basis (butbut not on a greater than pro rata basis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and (E) shall be available in any Approved Currency, (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any mandatory prepayments such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Term Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans under Section 2.03(b)(i)shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (iiF) any Incremental Revolving Credit Commitments may constitute a separate Class or (iii)(A)Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Amendment.Facility Closing Date; and (iiiii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Lenders Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans plus 50 by more than 100 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together withwith the applicable Term SOFR floor, RFR or Base Rate floor, as provided in the proviso below, the Eurodollar Rate floorapplicable) with respect to the applicable Initial Term Loans is shall be increased so as to cause by the then applicable All-In Yield under Differential (this Agreement on proviso, the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (currency other than Dollars or implementation ofEuros, as applicable) applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Eurodollar Rate floor applicable to such LoansBorrower in good faith).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Loans and any other Term Loans,; (B) shall not mature earlier than the Original Latest Maturity Date at the time of incurrence of such Term Loan Loans and no scheduled principal or amortization payments shall be required in respect of such Term Loans except to the extent such payments would not cause the Weighted Average Life to Maturity Date,of such Term Loans at any time to be shorter than 50% of the number of years remaining until the Revolving Termination Date in effect; provided that, at no time shall there be Term Loans hereunder which have more than three different Maturity Dates unless the Administrative Agent otherwise consents to more than three different maturity dates; (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate andapplicable rate, subject to clauses (e)(i)(B) fees, premiums and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders; (D) except as provided in Section 2.10(e)(i)(C) above, andshall have mandatory prepayments, representations and warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (as determined by the Administrative Agent in its reasonable discretion) than, those set forth in this Agreement prior to the applicable Term Loan Facility Closing Date unless any more restrictive mandatory prepayments, representations and warranties, covenants and events of default are incorporated into this Agreement on the applicable Term Loan Facility Closing Date; (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Term Loan Amendment.; and (iiF) the shall provide that any amortization schedule applicable payments or mandatory prepayments pursuant to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth Section 3.04(c)(iv), in each applicable Incremental Amendment; provided, however, that with case in respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to of such Incremental Term Loans shall not only be greater than required if at least 20% of the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 Revolving Commitments are unused on a pro forma basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable after giving effect to such Loanspayments or such prepayments.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be reasonably satisfactory to the Administrative Agent or as are otherwise as agreed between the Lead Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsCommitments (and for the avoidance of doubt, and no consent of any Agent shall be required except as otherwise set forth herein, to the extent not identical to affecting the Term Loans existing on the Incremental Facility Closing Daterights and duties of, shall be reasonably satisfactory to Administrative or any fees or other amounts payable to, such Agent); provided that to the documentation governing extent any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement more restrictive financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; providedsuch Incremental Loans, further, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that in then benefits from such financial maintenance covenant and is remaining outstanding (except to the case of a Term Loan Increase, extent such financial maintenance covenant is applicable only to periods after the terms, provisions and documentation Latest Maturity Date of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateRevolving Credit Facility). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with subject to the Initial Term Loans, (B) Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Maturity Date of the Initial Term Loan Loans; provided that Incremental Term Loans (x) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan A facilities (as determined by the Lead Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity DateDate of the Revolving Credit Commitments, (CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to any amortization be converted or prepayment exchanged satisfies the requirements of Term Loans prior this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan A facilities (as determined by the time Lead Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of such incurrence)the Revolving Credit Commitments, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iie)(iii) below, amortization determined by the Lead Borrower and the applicable Incremental Term Lenders, and (ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrowers shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Lead Borrower and the applicable Lenders providing such Incremental Term Lenders Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together withwith the Eurocurrency Rate or Base Rate floor, as provided in the proviso below, the Eurodollar Rate floorapplicable) with respect to the applicable Initial Term Loans is shall be increased so as to cause by the then applicable All-In Yield under Differential (this Agreement on proviso, the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans consisting of customary bridge facilities or term loan A facilities (as determined by the Lead Borrower in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loansgood faith).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class and any Term Loan Increase Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative AgentLenders; provided that the documentation governing in no event will any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended be permitted to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID voluntarily or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable mandatorily prepaid prior to the lenders providing repayment in full of the Term Loan Increase) to Loans, unless accompanied by at least a ratable payment of the Term Loans (provided that any Refinancing Amendment, Extension Amendment or Incremental Amendment may provide that the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateLenders shall receive a less than ratable payment). In any event: (i) the Incremental Term LoansLoans and, as applicable, the New Revolving Credit Commitments: (A) shall rank equal in priority pari passu or junior in right of payment and of pari passu or junior with respect to security with the Initial Revolving Credit Loans and the Term Loans,, as applicable, or may be unsecured (and to the extent secured or subordinated in right of payment shall be subject to intercreditor agreements reasonably satisfactory to the Administrative Agent); (B) in the case of Incremental Term Loans, shall not mature earlier than the Original Latest Maturity Date of the Initial Term Loan Maturity Date,Loans outstanding at the time of incurrence of such Incremental Term Loans; (C) in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date of the Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments or have amortization or scheduled mandatory commitment reductions (other than at maturity); (D) in the case of Incremental Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Initial Term Loans on Loans; (E) in the date case of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate andLoans, subject to clauses (e)(i)(BB) and (e)(i)(CD) above and clause (e)(ii) belowabove, shall have amortization determined by the Borrower and the applicable Incremental Term Lenders, and; (EF) subject to clause (ii) below, shall have an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable; (G) [reserved]; (H) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Initial Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; (I) to the extent secured, shall not be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral; and (J) shall not be guaranteed by any Person other than any Loan Party and shall not have any obligors other than any Loan Party; (ii) the amortization schedule material terms of each Revolving Commitment Increase will be substantially identical to those applicable to the Revolving Credit Loans or Revolving Credit Commitments being increased, as applicable, or otherwise reasonably acceptable to the Administrative Agent (other than with respect to margin, pricing, maturity, fees or any terms which are applicable only after the then-existing maturity date with respect to the Revolving Credit Loans or Revolving Credit Commitments, as applicable, subject, solely as to administrative matters, to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)), (iii) the interest rate applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the applicable lenders providing such Incremental Term Lenders and shall Loans; provided that, with respect to Dollar denominated Incremental Term Facilities incurred pursuant to clause (a) of Section 2.14(d)(v)(B) that is not incurred in connection with a Permitted Acquisition or other investment, such interest rate will not be set forth in each more than 0.50% higher than the corresponding interest rate applicable to the Initial Term Loans (without giving effect to any leverage based step-downs with respect to the Applicable Rate), unless the interest rate margin with respect to the existing Initial Term Loans, is adjusted to be equal to the interest rate with respect to the relevant Incremental AmendmentTerm Loans, minus, 0.50%; provided, howeverfurther, that in determining the applicable interest rate: (w) OID or upfront fees paid by the Borrower in connection with the Initial Term Loans, such Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to the Applicable Rate on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of the addition of such Incremental Term Loans shall be included (without giving effect to any leverage based step-downs with respect to the Applicable Rate), (y) arrangement, commitment, structuring and underwriting fees and any Loans made under Incremental amendment fees paid or payable to the Arrangers (or their Affiliates) in their respective capacities as such in connection with the Initial Term Commitments within twelve Loans, or to one or more arrangers (12or their Affiliates) months after the Closing Date, the All-In Yield in their capacities as such applicable to such Incremental Term Loans shall not be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than the that applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of existing Loans, and such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect floor is applicable to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement Loans, on the Initial Term Loans date of determination, such excess amount shall be equated to equal interest margin for determining the All-In Yield then applicable to increase except as otherwise agreed by the Borrower, and (iv) the Incremental Term Loans minus 50 basis points; provided and Incremental Revolving Loans that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan are New Revolving Credit Commitments shall be effected solely through an increase in (or implementation of, as applicable) on terms and pursuant to documentation to be determined by the Eurodollar Rate floor applicable to such LoansBorrower and the lenders thereunder.

Required Terms. The termsterms and provisions of Loans made pursuant to Additional Commitments shall be, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and set forth in the applicable Incremental Term Lenders providing such Incremental Term CommitmentsIncrease Joinder, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, furtherhowever, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right maturity date of payment and of security with the Initial Term Loans, (B) Loans made pursuant to the Additional Commitments shall not mature be earlier than the Original Term Loan Maturity Date,; (Cii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of Applicable Margins for the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior made pursuant to the time of such incurrence),Additional Commitments shall be determined by the Lead Borrower and the Additional Commitment Lenders; (Diii) shall have an Applicable Rate and, subject to except as set forth in clauses (e)(i)(Bi) and (e)(i)(Cii) above and clause (e)(iiiv) below, amortization determined by the Borrower Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the applicable Incremental Term Lenders, Loans pursuant to the original Commitments; and (Eiv) The Additional Commitments may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified be in the applicable Incremental Amendment. form of a separate “first-in, last-out” or “last-out” tranche (iithe “FILO Tranche”) with interest rate margins, rate floors, upfront fees, funding discounts, advance rates (so long as such advance rates, when combined with the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be aggregate advance rates set forth in each applicable Incremental Amendment; providedthe definition of “Borrowing Base”, howeverdo not exceed 100%), that with respect to any Loans made under Incremental Term Commitments within twelve premiums, unused fees, original issue discounts and eligibility criteria (12) months after which eligibility criteria may be different from the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) eligibility criteria with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then Borrowing Base applicable to the Incremental Term Loans minus 50 basis points; provided ABL Facility (other than the FILO Tranche)), in each case reasonably satisfactory to the Administrative Agent and the Lenders providing the FILO Tranche (it being understood to the extent that any increase in All-In Yield on financial maintenance covenant is added for the Initial Term Loans due benefit of any FILO Tranche, no consent shall be required from the Administrative Agent or any Lender to the application extent that such financial maintenance covenant is also added for the benefit of a Eurodollar Rate floor on the ABL Facility), and other terms to be agreed upon among the Borrowers and the Lenders providing the FILO Tranche so long as (1) any Incremental Term loans and related obligations in respect of the FILO Tranche are not guaranteed by any Person other than the Loan Parties and shall rank equal (or, at the option of the applicable Borrower, junior) in right of priority to the Collateral Agent’s Liens; (2) as between (x) the ABL Facility (other than the FILO Tranche) and (y) the FILO Tranche, all proceeds from the liquidation or other realization of the Collateral shall be effected solely through applied, first to repay the obligations owing under, or with respect to, the ABL Facility (other than the FILO Tranche) and second to repay the obligations owing under, or with respect to, the FILO Tranche (it being understood such liquidation or other realization may be applied to repay the FILO Tranche prior to any Bank Products or Cash Management Services that do not constitute Reserved Swap Obligations); (3) no Borrower may prepay Loans under the FILO Tranche or terminate or reduce the commitments in respect thereof at any time that other Loans (including Swing Line Loans) are outstanding (except that such FILO tranche may be prepayable if the Payment Conditions are met); and (4) no changes affecting the priority status of the ABL Facility (other than the FILO Tranche) vis-à-vis the FILO Tranche may be made without the consent of each of the Lenders under the ABL Facility (other than the FILO Tranche) and no changes affecting any other term or condition of the ABL Facility (other than the FILO Tranche) or any Lender that is not an increase in Additional Commitment Lender vis-à-vis the FILO Tranche may be made without the consent of the Applicable Lenders under the ABL Facility (or implementation of, as applicable) other than the Eurodollar Rate floor applicable to such LoansFILO Tranche).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower Representative and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans and the 2015-2 Incremental Loans, (B) shall not mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the 2015-2 Incremental Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or except by virtue of prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, shall have an Applicable Rate and amortization determined by the Borrower Representative and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii2.03(b)(ii) or (iii)(A2.03(b)(iii)(A), as specified in the applicable Incremental Amendment, except that the Borrowers shall be permitted to permanently repay and terminate any such Class of Loans on a greater than pro rata basis as compared to any other Class of Loans with a later Maturity Date than such Class or in connection with any Refinancing thereof with Other Loans. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurodollar or Base Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Loans; provided further, however, that the All-In Yield applicable to such Incremental Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the 2015-2 Incremental Loans plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Eurodollar or Base Rate floor) with respect to the 2015-2 Incremental Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the 2015-2 Incremental Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided that any increase in All-In Yield on the 2015-2 Incremental Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term LoansLoans and the Revolving Credit Loans under the Initial Revolving Credit Facility, (B) shall not mature earlier than the Original Maturity Date of the Term Loan Maturity DateLoans as of the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans Loans, except (without giving effect to any 1) by virtue of amortization or prepayment of Term Loans prior to the time of such incurrence)incurrence or (2) to the extent the remaining Weighted Average Life to Maturity of the Initial Term Loans (and any previous Incremental Term Loans) is shortened to match or be shorter than the Weighted Average Life to Maturity of the Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans, (D) shall have an Applicable Rate andMargin, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, (E) shall have an amortization schedule applicable to any Incremental Term Loans on the same terms as for the Initial Term Loans, unless the amortization schedule for the Initial Term Loans (and any previous Incremental Term Loans) is increased to match (on a percentage basis of the applicable initial term loan amount) the amortization schedule applicable to such Incremental Term Loans pursuant to the Incremental Amendment executed by the Borrower, each Incremental Lender and the Administrative Agent with respect to such Incremental Term Loans, and (EF) may participate on a non-pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii2.10(a) or (iii)(ASection 2.10(c)), as specified in the applicable Incremental Amendment, but not on greater than a pro rata basis than the Initial Term Loans. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial any Term Loans Loan plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar or Base Rate floor) with respect to the Initial such Term Loans Loan is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans such Loan to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial to such Term Loans Loan due to the application of a Eurodollar or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the any Eurodollar or Base Rate floor applicable to such LoansTerm Loan. (iii) the Incremental Revolving Credit Commitments: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans and the Revolving Credit Loans under the Initial Revolving Credit Facility; (B) shall not mature earlier than the Revolving Credit Maturity Date as of the time of incurrence of such Incremental Revolving Credit Commitments, and (C) shall be subject to the same terms and conditions as the Revolving Credit Facility (and be deemed added to, and made part of, the Revolving Credit Facility).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsCommitments (and for the avoidance of doubt, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as no consent of the Administrative Agent shall have been given prompt written notice thereof be required except to the extent affecting the rights and this Agreement duties of, or any fees or other amounts payable to, such Administrative Agent); provided that to the extent any more restrictive financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; providedsuch Incremental Loans, further, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that in then benefits from a financial maintenance covenant and is remaining outstanding (except to the case of a Term Loan Increase, extent such financial maintenance covenant is applicable only to periods after the terms, provisions and documentation Latest Maturity Date of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateRevolving Credit Facility). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with subject to the Initial Term Loans, (B) Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Maturity Date of the Initial Term Loan Loans; provided that Incremental Term Loans (x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (A) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity DateDate of the Revolving Credit Commitments, (CB) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Loans; provided that Incremental Term Loans (without giving effect x) incurred for purposes of consummating a Permitted Acquisition or other Investment or similar transaction not prohibited hereunder (y) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to any amortization be converted or prepayment exchanged satisfies the requirements of Term Loans prior this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (z) constituting term loan facilities other than term “b” loans (as determined by the time Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of such incurrence)the Revolving Credit Commitments, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and, (ED) may participate on a pro rata basis or less than pro rata basis (butbut not on a greater than pro rata basis (other than with respect to any mandatory prepayments of Term Loans pursuant to Section 2.05(b)(iii)) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; and (E) shall be available in any Approved Currency, (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (i) mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments or (ii) require scheduled amortization, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as otherwise permitted by this Agreementprovided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any mandatory prepayments such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Term Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans under Section 2.03(b)(i)shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (iiF) any Incremental Revolving Credit Commitments may constitute a separate Class or (iii)(A)Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Amendment.Facility Closing Date; and (iiiii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Lenders Loans or Incremental Revolving Credit Commitments and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, if the All-In Yield applicable to such any Incremental Term Loans (other than Incremental Term Loans which constitute MFN Excluded Loans) shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such applicable Initial Term Loans plus 50 by more than 100 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together withwith the Eurocurrency Rate or Base Rate floor, as provided in the proviso below, the Eurodollar Rate floorapplicable) with respect to the applicable Initial Term Loans is shall be increased so as to cause by the then applicable All-In Yield under Differential (this Agreement on proviso, the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points“MFN Protection”); provided further that any increase notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans incurred in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (currency other than Dollars or implementation ofEuros, as applicable) applicable or consisting of customary bridge facilities or constituting term loan facilities other than term “b” loans (as determined by the Eurodollar Rate floor applicable to such LoansBorrower in good faith).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Amendment and Restatement Date Term Loans Loans, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory not materially more restrictive to Administrative Agentthe Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Amendment and Restatement Date Term Loans, except to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Loans and Incremental Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that that, notwithstanding anything to the documentation governing contrary contained herein, if any such terms of any Incremental Term Loans may include any and Incremental Commitments contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each the Term Loan Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar feesfees (subject to the MFN Provision), it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, increased as existing on the Incremental Facility Closing Date. In any event: (ia) the Incremental Term Loans: (Ai) shall (x) rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) rank equal (but without regard to the control of remedies) in priority of right of security with the Initial Term LoansFirst Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent (acting at the direction of the Required Lenders) and the Borrower) as applicable pursuant to clause (4)(c) above, (Bii) shall not mature earlier than the Original Term Loan Maturity Date, (Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Amendment and Restatement Date Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to Loans; provided that the effects of any amortization or prepayment of prepayments made on the Amendment and Restatement Date Term Loans prior to the time date of such incurrence)incurrence will be disregarded, (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and, (Ev) may participate on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment, (vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (iib) to the extent any Incremental Loans or Other Loans that are in the form of term loans that rank pari passu in right of security with the Amendment and Restatement Date Term Loans are issued within 12 months of the Amendment and Restatement Date have an All-In Yield more than 0.75% higher than the corresponding All-In Yield applicable to the Amendment and Restatement Date Term Loans in effect immediately prior to the applicable Incremental Amendment or Refinancing Amendment, the All-In Yield with respect to the Amendment and Restatement Date Term Loans hereunder shall be adjusted to be equal to the All-In Yield with respect to such Incremental Loans or Other Loans that are in the form of term loans that rank pari passu in right of security with the Amendment and Restatement Date Term Loans, as applicable, minus 0.75% (the “MFN Provision”). (c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Borrower, the Administrative Agent and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Revolving Credit Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans Revolving Commitment Amounts existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; Agent (provided that the documentation governing terms of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended Incremental Revolving Credit Commitments established pursuant to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing terms of the Term Loan Increase) Loans and Revolving Credit Commitments of the applicable Class being so increased). Additionally, notwithstanding anything to the applicable Term Loans being increased, contrary in each case, as existing on the Incremental Facility Closing Date. In any eventthis Section 2.14: (i) the any such Incremental Term Loans: (A) Revolving Credit Commitments or Incremental Loans shall rank equal in priority pari passu in right of payment and of security with the Initial Term Loans,Loans and shall not be secured by assets not constituting Collateral or guaranteed by any person other than the Guarantors; (Bii) any such Incremental Revolving Credit Commitments or Incremental Loans shall not mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than Commitment Termination Date of any Loans or Commitments outstanding at the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date time of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Revolving Credit Commitments; (Diii) shall have an Applicable Rate andthe borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clauses (e)(i)(Bthis Section 2.14(e))) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by of Loans with respect to Incremental Revolving Credit Commitments after the Borrower and the applicable associated Incremental Term Lenders, and (E) may participate Facility Closing Date shall be made on a pro rata basis or less than with all other Commitments; (iv) all Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their Revolving Credit Exposure; (but, except as otherwise permitted by this Agreement, not v) the permanent termination of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment.basis with all other Revolving Credit Commitments; and (iivi) the amortization schedule applicable to any establishment of Incremental Term Revolving Commitments and Incremental Loans and the All-In Yield applicable shall be subject to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be limitations set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, last sentence of the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms definition of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans“Class”.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facility; provided, further, that in Facility remaining outstanding after the case of a Term Loan Increase, the terms, provisions and documentation effectiveness of such Term Loan Increase Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing extent that such financial maintenance covenant is also added for the Term Loan Increase) to benefit of the applicable Term Loans being increased, in each case, as existing on Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event: (i) the Incremental Term Loans: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank equal in priority in right not mature earlier than the Maturity Date of payment and of security with the Initial Term Loans, (B) shall not mature earlier than subject to the Original Term Loan Permitted Earlier Maturity Date, (C) Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments within twelve (12) with a maturity date prior to the date that is 24 months after the Maturity Date of the Initial Term Loans, secured on a pari passu basis with the Initial Term Loans and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in with the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower Company and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each any corresponding existing Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans, (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower Company and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment; provided that the Company shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower Company and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower Borrower, the Administrative Agent and the applicable Incremental Term Lenders providing such Incremental Term Commitments, . In any event: (i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and except as otherwise set forth herein, conditions identical to the Class of Revolving Commitments being increased; (ii) to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, any Incremental Term Loan Commitments and Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Loan Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facilitythe existing credit facilities hereunder); provided, further, provided that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall (x) rank equal in priority pari passu in right of payment and of security with the Initial then-existing Term LoansLoans and (y) have no obligors other than the Loan Parties, (B) shall not mature earlier than the Original latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans (except that any Term Loan Increase shall have the same Maturity DateDate as the Class of Term Loans being increased), (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then-existing Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) subject to clauses (e)(ii)(B) and (e)(ii)(C) above and clause (e)(iii) below, shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; and (iiiii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial the then-existing Term Loans Loans, plus 50 basis points 0.50% per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial then-existing Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial each outstanding Class of Term Loans Loans, to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans0.50%.

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsCommitments (and for the avoidance of doubt, and no consent of any Agent shall be required except as otherwise set forth herein, to the extent not identical to affecting the Term Loans existing on the Incremental Facility Closing Daterights and duties of, shall be reasonably satisfactory to Administrative or any fees or other amounts payable to, such Agent); provided that to the documentation governing extent any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement more restrictive financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; providedsuch Incremental Commitments, further, such financial maintenance covenant shall be added for the benefit of the Revolving Credit Facility that in then benefits from such financial maintenance covenant and is remaining outstanding (except to the case of a Term Loan Increase, extent such financial maintenance covenant is applicable only to periods after the terms, provisions and documentation Latest Maturity Date of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateRevolving Credit Facility). In any event: (i) the Incremental Term LoansLoans and Incremental DDTLs: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank equal in priority in right not mature earlier than the Latest Maturity Date of payment and of security with the Initial Term Loans, (B) shall not mature earlier than subject to the Original Term Loan Permitted Earlier Maturity Date, (C) Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on (in the date case of incurrence Incremental DDTLs, only upon the funding of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrenceDDTLs), (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders or Incremental DDTL Lenders, as applicable, and (ED) the Incremental Term Loans and Incremental DDTLs may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a greater than pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; (ii) the terms of the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be reasonably satisfactory to the Administrative Agent or as otherwise agreed between the Borrower and the Incremental Revolving Lenders; provided that (i) if any more restrictive financial maintenance covenant is added for the benefit of any Incremental Facility, such provisions shall also be applicable to the Revolving Credit Commitments and the Revolving Loans (except to the extent such financial maintenance covenant applies only to periods after the Latest Maturity Date of the Revolving Credit Facility) and (ii) notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Facility (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Facility and (3) repayments made in connection with a permanent repayment and termination of commitments (subject to clause (D) below)) of Loans with respect to Incremental Revolving Facility after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and Incremental DDTLs and the All-In Yield applicable to the Incremental Term Loans, Incremental DDTLs or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Lenders providing such Incremental Term Lenders Loans, Incremental DDTLs or Incremental Revolving Credit Commitments, as applicable, and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, if the All-In Yield applicable to such any Incremental Term Loans that (1) is established on or prior the date that is 6 months after the Closing Date, (2) is in the form of broadly syndicated floating rate loans denominated in US dollars, (3) does not constitutes term A loan facilities or customary bridge facilities (in each case as determined by the Borrower in good faith), (4) is secured by the Collateral on a pari passu basis with the Initial Term Loans, (5) is initially incurred pursuant to the Incurrence-Based Incremental Amount (and, for the avoidance of doubt, not by way of any reclassification from the Free and Clear Incremental Amount to the Incurrence-Based Incremental Amount set forth in clause (c) above), (6) is incurred other than for the purpose of financing an acquisition or other permitted investment and (7) matures on or prior to the maturity date of the Initial Term Loans shall not be greater than the then highest applicable All-In Yield payable pursuant to the terms of this Agreement with respect to any Initial Term Loans hereunder as amended through the date of such calculation with respect to such applicable Initial Term Loans by more than 100 basis points per annum (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Term Loans plus 50 100 basis points per annum unless annum, the “Yield Differential”) then the interest rate (together withwith the Eurocurrency Rate or Base Rate floor, as provided in the proviso below, the Eurodollar Rate floorapplicable) with respect to the applicable Initial Term Loans is shall be increased so as to cause by the then applicable All-In Yield under this Agreement on Differential; provided further that the Initial Term Loans to equal the All-In Yield then applicable to the incurrence of Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on an aggregate outstanding principal amount equal to or less than the Initial Term Loans due greater of (x) $68,000,000 and (y) 100% of the LTM Consolidated EBITDA shall not be subject to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase provisions in the immediately preceding proviso (or implementation ofthe two provisos above, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between among the Borrower Borrower, the Administrative Agent and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) any Incremental Commitments with respect to a Revolving Commitment Increase shall (A) have an Applicable Rate, unused commitment fees, customary upfront fees and customary arrangement fees determined by the Borrower and the applicable Lenders providing such Revolving Commitment Increase; provided, that, if the Applicable Rate or unused commitment fees (other than any upfront fees or any customary arrangement or commitment fees) for such Revolving Commitment Increase are higher than the Applicable Rate and Commitment Fees for the existing Revolving Credit Facility, taking into account any applicable interest rate floors, then the Applicable Rate and Commitment Fees for the existing Revolving Credit Facility shall be increased to the extent necessary so that such Applicable Rate or Commitment Fees, as applicable, are equal to the Applicable Rate or unused commitment fees, as applicable for the Revolving Commitment Increase, and (B) in all other respects, be on terms and conditions identical to the Aggregate Revolving Commitments; (ii) any Incremental Term Loan Commitments with respect to any new Class of Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent and may include customary amortization and mandatory prepayments (it being understood that to the extent any financial maintenance covenant is added for the benefit of the Lenders under any new Class of Incremental Term Loan (and the Incremental Term Loans: Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility); provided, that, any new Class of Incremental Term Loan shall (AA)(1) shall rank equal in priority pari passu in right of payment and of security with the Initial Term Loans, Revolving Credit Facility and (2) have no obligors other than the Loan Parties, (B) shall not mature earlier than the Original latest Maturity Date of the Revolving Credit Facility at the time of incurrence of such Incremental Term Loan Maturity Date, Loan, (C) shall other than with respect to customary amortization payments, have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans on Revolving Credit Facility at the date time of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), Loan and (D) shall have an Applicable Rate and, subject to clauses (e)(i)(BB) and (e)(i)(CC) above of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and clause (e)(ii) below, amortization customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to providing such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such LoansLoan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Loan Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans and/or Existing Revolving Credit Facility, in each case, existing on the relevant Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof (it being understood that covenants and this Agreement is amended other provisions that are (x) only applicable after the Latest Maturity Date at the time of such Incremental Facility Closing Date or (y) not more restrictive to include the Borrower and its Restricted Subsidiaries, taken as a whole, than the terms of the existing Loans and Commitments in the Borrower’s good faith determination unless such Previously Absent Financial Maintenance Covenant more restrictive covenants and other provisions are added for the benefit of all then-existing Lenders, in each Facilitycase, shall be as agreed between the Borrower and the applicable Incremental Lenders and need not be reasonably satisfactory to the Administrative Agent); provided, further, provided that in the case of a Term Loan Increase and/or a Revolving Credit Commitment Increase, the terms, provisions and documentation of such Term Loan Increase and/or Revolving Credit Commitment Increase, as applicable, shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing extent applicable, as long as any such fees or original issue discount do not cause such increase to not be fungible for U.S. federal income tax purposes with the Term Loan IncreaseClass to which it is added) to the applicable Term Loans being increasedFacility Loan and/or the Existing Revolving Credit Facility, in each case, being increased, as existing on the Incremental Facility Closing Date. In any event: (i) the any Incremental Term LoansFacility: (A) shall rank equal in priority (I) pari passu in right of payment and (II) pari passu in right of security with the Initial Term Loans,; (B) as of the Incremental Facility Closing Date, other than with respect to Customary Bridge Loans, shall not mature have a Maturity Date earlier than the Original Term Loan Latest Maturity Date with respect to any Loans (or, in the case of Refinancing Loans, the Maturity Date of the Class of Loans being refinanced thereby) as of the Incremental Facility Closing Date,; (C) subject to clause (e)(i)(B) above, in the case of any Incremental Term Facility, shall have an amortization schedule as determined by the Borrower and the applicable Incremental Lenders, provided that, as of the Incremental Facility Closing Date, other than with respect to Customary Bridge Loans, such Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) (or, in the case of Refinancing Term Loans, the Weighted Average Life to Maturity of the Class of Loans being refinanced thereby) on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Loans; (D) shall have an Applicable Rate andRate, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and; (E) shall have fees, subject to clause (e)(ii) below, determined by the Borrower and the applicable Incremental Facility arranger(s); (F) may participate on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) with Loans of other Classes in any mandatory repayments or mandatory prepayments of Term principal of the Loans under Section 2.03(b)(i), hereunder; (iiG) may not be (x) secured by any assets other than Collateral or (iii)(A), as specified in the applicable Incremental Amendment.y) guaranteed by any Person other than a Guarantor; and (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Commitments within twelve (12) that are incurred on or prior to the date that is 24 months after the Closing Date, the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Effective Yield payable applicable to any Class of Term Loans pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial such Class of Term Loans then outstanding is increased so as to cause the then applicable All-In Effective Yield under this Agreement on the Initial such Class of Term Loans to equal the All-In Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided provided, further, that any increase in All-In to the extent the Effective Yield on the Initial Term Loans differential is due to the application or imposition of a Eurodollar Rate interest rate floor on in respect of any Incremental Term Loan shall be effected solely through Loan, in lieu of an increase in the Applicable Rate, the Borrower may elect to increase (or implementation ofimplement, as applicable) the Eurodollar Rate an interest rate floor applicable to such LoansClass of Term Loans (this clause (e)(ii), the “MFN Provision”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower Borrower, the Administrative Agent and the applicable Incremental Term Lenders providing such Incremental Term Commitments, . In any event: (i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and except as otherwise set forth herein, conditions identical to the Class of Revolving Commitments being increased; (ii) to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, any Incremental Term Loan Commitments and Incremental Term Loan shall be on terms and conditions reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Loan Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facilitythe existing credit facilities hereunder); provided, further, provided that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall (x) rank equal in priority pari passu in right of payment and of security with the Initial then-existing Term LoansLoans and (y) have no obligors other than the Loan Parties, (B) shall not mature earlier than the Original latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans (except that any Term Loan Increase shall have the same Maturity DateDate as the Class of Term Loans being increased), (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then-existing Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) subject to clauses (e)(ii)(B) and (e)(ii)(C) above, shall have an Applicable Rate andRate, subject to clauses (e)(i)(B) fees and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Lenders providing the Incremental Term LendersLoan, and (E) the Incremental Term Loans may participate on a pro rata basis or a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the US Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Commitments, as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; Agent (provided that (x) the documentation governing terms of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended Incremental Term Commitments established pursuant to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it the terms of the Term Loans of the applicable Class being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be so increased and additional upfront or similar fees may (y) the terms of any Incremental Revolving Loans and Incremental Revolving Commitments established pursuant to a Revolving Commitment Increase shall be payable identical to the lenders providing terms of the Term Loan Increase) to Revolving Loans and Revolving Commitments of the applicable Term Loans Class being so increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Loans and the Term Loans,; (B) shall not mature earlier than the Original Latest Maturity Date of any Loans or Commitments outstanding at the time of incurrence of such Incremental Term Loan Maturity Date,Loans; (C) shall have a Weighted Average Life to Maturity not no shorter than the remaining Weighted Average Life to Maturity of the Initial any Term Loans on outstanding at the date time of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Loans; (D) subject to Section 2.26(e)(i)(B) and Section 2.26(e)(i)(C) above and Section 2.26(e)(iii) below, shall have an Applicable Rate and, subject to clauses (e)(i)(B) applicable rate and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the US Borrower and the applicable Incremental Term Lenders, ; and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; (ii) the Incremental Revolving Commitments and Incremental Revolving Loans shall be identical to the Revolving Commitments and the Revolving Loans, other than as to their Maturity Date and as set forth in this Section 2.26(e)(ii); provided that, notwithstanding anything to the contrary in this Section 2.26 or otherwise: (A) any such Incremental Revolving Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Loans and the Term Loans; (B) any such Incremental Revolving Commitments or Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date of any Loans or Commitments outstanding at the time of incurrence of such Incremental Revolving Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to Section 2.26(e)(ii)(E) below)) of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Commitments on the Incremental Facility Closing Date; (D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Commitments in accordance with their Revolving Percentage on the Incremental Facility Closing Date; and (E) the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Commitments on the Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; (iii) subject to the foregoing, the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the US Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Dateor Incremental Revolving Commitments, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial any existing Class of Term Loans plus or Revolving Loans, as applicable, by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”), then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial each such existing Class of Term Loans or Revolving Loans, as applicable, shall be increased by the applicable Yield Differential; provided, further, that, if any Incremental Term Loans or Incremental Revolving Loans, as applicable, include a Eurocurrency Rate or Base Rate floor that is increased so greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans or Revolving Loans, as to cause applicable, such differential between interest rate floors shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on the Initial Term Loans to equal the All-In Yield then applicable clause (iii), but only to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through extent an increase in (the Eurocurrency Rate or implementation of, as applicable) the Eurodollar Base Rate floor applicable to the existing Class of Term Loans or Revolving Loans, as applicable, would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency Rate and Base Rate floors (but not the applicable rate) applicable to such existing Class of Term Loans and Revolving Loans, as applicable, shall be increased to the extent of such differential between interest rate floors; and (iv) the establishment of Incremental Commitments and Incremental Loans shall be subject to the limitations set forth in the last sentence of the definition of “Class”.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and Class, including any Term Loan Increase Increase, shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Commitments; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term A Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term A Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term such Loan Increase) to the terms, provisions and documentation of the applicable Term A Loans or Revolving Credit Commitments being increased, in each case, as existing on the applicable Incremental Facility Closing Date. In any event: (i) the Incremental Term LoansLoans under any Incremental Term Loan Facility: (A) shall rank equal or junior in priority right of payment of and of security with the Term A Loans and Revolving Credit Loans or may be unsecured; provided that all Incremental Term Loans that are secured by Liens that rank junior in right of payment and of security with the Initial Term Loans,A Loans and Revolving Credit Loans shall be subject to an intercreditor agreement on terms reasonably acceptable to the Administrative Agent and the Borrower; (B) shall not mature earlier than the Original Maturity Date with respect to the then existing Term Loan Maturity Date,A Facility; (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then existing Term A Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Loans; (D) subject to clauses (f)(i)(B) and f(i)(C) above and clause (f)(iii) below, shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and; (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term A Loans under Section 2.03(b)(i), (ii) or (iii)(A)2.05, as specified in the applicable Incremental Amendment.; (F) shall not be secured by any assets not constituting Collateral and shall not be Guaranteed by any Person other than the Guarantors; and (G) in the case of “term loan B” Incremental Term Loans, may provide for customary prepayments or offers to prepay based on excess cash flow; (ii) the amortization schedule applicable to Incremental Revolving Credit Commitments and Incremental Revolving Loans under any Incremental Term Revolving Credit Facility: (A) shall rank equal in right of payment and of security with the Revolving Credit Loans and the All-In Yield Term A Loans; (B) shall not mature earlier than the Maturity Date with respect to the then existing Revolving Credit Facility; (C) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date; (D) shall provide than any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable revolving credit commitments under this Agreement prior to the Incremental Term Loans of each Class Facility Closing Date; provided at no time shall there be revolving credit commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates unless otherwise agreed to be by the Administrative Agent; (E) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders Revolving Credit Lenders; and (F) shall not be secured by any assets not constituting Collateral and shall not be set forth in each applicable Incremental Amendment; provided, however, that Guaranteed by any Person other than a Guarantor; (iii) with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Funding Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial the Term A Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar or Base Rate floor) with respect to the Initial Term A Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term A Loans to equal the All-In Yield then applicable to the such Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term A Loans due to the application of a Eurodollar or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar or Base Rate floor applicable to such Loans; and (iv) any upfront fees, arrangement fees or other similar fees for any Incremental Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, subject to the immediately preceding clause (iii).

Required Terms. The terms, conditions, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class and any Term Loan Increase Class, except as otherwise expressly set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative AgentLenders; provided that the documentation governing that: (A) any Incremental Term Loans may include and any Previously Absent Financial Maintenance Covenant so long New Revolving Credit Commitments, as applicable: (1) shall not be guaranteed by any Person other than any Loan Party and shall not be secured by any assets other than the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that Collateral; (2) (x) in the case of any Incremental Term Loans, shall (I) rank pari passu or junior in right of payment with any then-existing Term Loans, (II) be secured by a Lien on the Collateral on a pari passu basis or a junior basis with respect to any then-existing Term Loans or be unsecured and (III) to the extent secured or subordinated in right of payment, be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent, including by entry to an Applicable Intercreditor Agreement, and (y) in the case of any New Revolving Credit Commitments, shall (I) rank pari passu with any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments, (II) be secured by a Lien on the Collateral on a pari passu basis with respect to any Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitments and (III) be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent, including by entry to an Applicable Intercreditor Agreement; (3) in the case of any Incremental Term Loans, shall (I) mature no earlier than the latest maturity date of any Initial Term Loans in effect after giving effect to such Incremental Term Loans and (II) have a weighted average life to maturity no shorter than the remaining weighted average life to maturity of any Initial Term Loans in effect after giving effect to such Incremental Term Loans (without giving effect to any prepayments that would otherwise modify the weighted average life to maturity of such Initial Term Loans); provided that, at the option of the Borrower, this clause (A)(3) shall not apply to Incremental Term Loans in an aggregate outstanding principal amount of up to the Incremental Maturity Carveout as in effect immediately prior to the incurrence of such Incremental Term Loans; (4) (x) in the case of any Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical on the same terms (including maturity date and, other than with respect to original issue discount or upfront fees, OID or similar interest rates) other than fees, it being understood that, if required and be pursuant to consummate the same documentation (other than the applicable Incremental Amendment and any other documentation evidencing such Term Loan Increase transactionIncrease), the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to as the applicable Class of then-existing Term Loans being increased, in each case, as existing at the time of consummation of such Term Loan Increase, and (y) in the case of any Revolving Commitment Increase, shall be on the same terms (including maturity date and, other than with respect to original issue discount or upfront fees, interest rates) other than fees, and be pursuant to the same documentation (other than the applicable Incremental Facility Closing Date. In Amendment and any event:other documentation evidencing such Revolving Commitment Increase), as the applicable Class of then-existing Revolving Loan Commitments being increased, in each case, as existing at the time of consummation of such Revolving Commitment Increase; (i5) (x) in the case of any Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans, (B) shall not mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiA)(3) belowabove, shall have amortization determined by the Borrower and the applicable Incremental Term Loan Lenders, and (y) in the case of any New Revolving Credit Commitment, shall not provide for scheduled amortization payments or a final scheduled maturity date prior to the then final scheduled maturity date of the Revolving Loan Commitments in effect after giving effect to such New Revolving Credit Commitment; and (E6) (x) in the case of any Other Term Loans, (I) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in any voluntary prepayments of any then-existing Term Loans and (II) may provide for the ability of the Incremental Term Loan Lenders thereunder to participate on a pro rata basis or a less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of any then-existing Term Loans under Section 2.03(b)(i)Loans, (ii) or (iii)(A)in each case, as specified in the applicable Incremental Amendment., and (y) in the case of any New Revolving Credit Commitment, may provide for the ability of the Incremental Revolving Credit Lenders thereunder to participate on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments or commitment reductions with any then-existing Revolving Loan Commitment or New Revolving Credit Commitment, in each case, as specified in the applicable Incremental Amendment; (iiB) the amortization schedule interest rate and fees applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by as agreed between the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental AmendmentLenders; providedprovided that, however, that with respect to any Loans made under Incremental Term Commitments within Loans in the form of a syndicated “term loan b” facility denominated in US dollars and secured by a Lien on the Collateral on a pari passu basis with the Term Loans and incurred on or prior to the date that is twelve (12) months after the Closing Effective Date, if the All-In Yield applicable to of any such Incremental Term Loans shall not be greater than exceeds the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans (calculated in the same manner and after giving effect to any amendment to interest rate margins under this Agreement after the Effective Date but immediately prior to the applicable Incremental Facility Effective Date) by more than 50 basis points, then the Applicable Margin applicable to the Initial Term Loans shall be increased to the extent necessary so that the All-In Yield on the Initial Term Loans is 50 basis points less than the All-In Yield on such Incremental Term Loans (it being agreed that any increase in the All-In Yield to the Initial Term Loans required due to the application of a Eurodollar Term Benchmark floor or Alternate Base Rate floor on any Incremental Term Loan Loans shall be effected solely through an increase in to (or implementation of, as applicable) the Eurodollar Term Benchmark floor or Alternate Base Rate floor floor, as applicable, applicable to the Initial Term Loans); provided, further, that, at the option of the Borrower, this clause (B) shall not apply to (I) Incremental Term Loans in an aggregate outstanding principal amount of up to the Incremental MFN Carveout as in effect immediately prior to the incurrence of such Incremental Term Loans, (II) any Incremental Term Loans maturing not less than eight (8) years after the Effective Date or (III) Incremental Term Loans incurred in connection with any Permitted Acquisition or other Investment permitted under Section 7.2 (this clause (B), the “MFN Provision”); and (C) except as otherwise required or permitted in clauses (A) and (B) above, all other terms of any Incremental Facility shall be substantially consistent with any then-existing Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as the case may be, or otherwise reasonably satisfactory to the Administrative Agent (it being understood that (I) terms not substantially consistent with any then-existing Term Loans or Revolving Loans, as applicable, but which are applicable only after the then final scheduled maturity date of such Term Loans, Revolving Loan Commitment or New Revolving Credit Commitment, as applicable, shall be deemed satisfactory to the Administrative Agent, and (II) terms that are more favorable to the Incremental Lenders or the agent in respect of such Incremental Facility than those contained in this Agreement, but which are conformed (or added) in this Agreement pursuant to an amendment hereto (which, notwithstanding anything herein to the contrary, shall require only the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned) and the Borrower) shall be deemed satisfactory to the Administrative Agent).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facility; provided, further, that in Facility remaining outstanding after the case of a Term Loan Increase, the terms, provisions and documentation effectiveness of such Term Loan Increase Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing extent that such financial maintenance covenant is also added for the Term Loan Increase) to benefit of the applicable Term Loans being increased, in each case, as existing on Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event: (i) the Incremental Term Loans: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank equal in priority in right not mature earlier than the Maturity Date of payment and of security with the Initial Term Loans, (B) shall not mature earlier than subject to the Original Term Loan Permitted Earlier Maturity Date, (C) Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B‎(e)‎(i)‎(A) and (e)(i)(C‎(e)‎(i)‎(B) above and clause (e)(ii‎(e)‎(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (ED) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; provided that the Borrower shall be permitted to prepay any Class of Term Loans on a better than a pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this ‎Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this ‎Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (1) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (1) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections ‎2.03(n) and ‎2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term Loans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments within twelve (12) with a maturity date prior to the date that is 24 months after the Maturity Date of the Initial Term Loans, secured on a pari passu basis with the Initial Term Loans and established on or prior to the date that is 12 months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in with the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans is increased so as to cause Loans, the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the First Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on and the Initial Second Incremental Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower Company and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each any corresponding existing Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Term Loans, (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Loans outstanding at the time of incurrence of such Incremental Term Loans; provided that Incremental Term Loans (x) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (y) constituting term loan A facilities (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity DateDate of the then applicable Revolving Credit Commitments, if any, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Loans; provided that Incremental Term Loans (without giving effect x) constituting customary bridge facilities, so long as the long-term Indebtedness into which such customary bridge facilities are to any amortization be converted or prepayment exchanged satisfies the requirements of Term Loans prior this clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (y) constituting term loan A facilities (as determined by the time Borrower in good faith), in each case, shall only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of such incurrence)the then applicable Revolving Credit Commitments, if any, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower Company and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on (1) a pro rata basis or non-pro rata basis in any voluntary prepayments of Term Loans hereunder and (2) a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i)hereunder, (ii) or (iii)(A)in each case, as specified in the applicable Incremental Amendment.; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) shall not have any amortization; (C) shall provide for the ability to permanently repay Revolving Credit Loans with respect to, and terminate, Incremental Revolving Credit Commitments after, the associated Incremental Facility Closing Date on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Company shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; and (D) shall not mature earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments; (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Company and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Dollar denominated Incremental Term Commitments within twelve (12) Loans incurred under the Ratio Incremental Amount and secured by Liens on the Collateral on a pari passu basis with the Obligations that is made on or prior to the date that is 6 months after the Closing DateDate (other than any Incremental Term Loans (i) that are incurred in connection with a Permitted Acquisition or other similar Investment not prohibited by this Agreement, (ii) that have a maturity date on or following the first anniversary of the Maturity Date of the Initial Term Loans or (iii) constituting customary bridge facilities or term loan A facilities (as determined by the Borrower in good faith)), if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the applicable Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause the then applicable Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (but not the Applicable Rate) applicable to the Initial Term Loans shall be increased to equal the All-In Yield then extent of such differential between interest rate floors; (iv) assignments and participations of Incremental Commitments and Incremental Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments, Revolving Credit Loans and Term Loans, as applicable, on the Incremental Facility Closing Date; and (v) any Incremental Revolving Credit Commitments or Incremental Term Loans may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments or Term Loans, as applicable, prior to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such LoansFacility Closing Date.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facility; provided, further, that in Facility remaining outstanding after the case of a Term Loan Increase, the terms, provisions and documentation effectiveness of such Term Loan Increase Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing extent that such financial maintenance covenant is also added for the Term Loan Increase) to benefit of the applicable Term Loans being increased, in each case, as existing on Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event: (i) the Incremental Term Loans: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank equal in priority in right not mature earlier than the Maturity Date of payment and of security with the Initial Term Loans, (B) shall not mature earlier than subject to the Original Term Loan Permitted Earlier Maturity Date, (C) Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.clauses

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans or the Existing Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any on then “market” terms for such Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long Commitments or the Incremental Revolving Loans, as applicable (as determined by the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each FacilityBorrower in good faith); provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and with the First Lien Obligations under this Agreement, (v) shall either rank equal or junior in priority in right of security with to the Initial First Lien Obligations under this Agreement or be unsecured, in each case as applicable pursuant to clause (d)(iii) above, (w) if secured by Liens that rank junior in priority in right of security to the Liens that secure the First Lien Obligations under this Agreement or unsecured, such Incremental Term LoansLoans shall be established as a separate Class, (x) if secured by Liens that rank junior in priority in right of security to the Liens that secure the First Lien Obligations under this Agreement, such Incremental Term Loans shall be subject to an Intercreditor Agreement, (y) shall not be secured by a Lien on any assets not constituting Collateral and (z) shall not have any obligors other than the Loan Parties, (B) shall not mature earlier than the Original Term Loan A Maturity Date,; (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term A Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(Ci)(C) above and clause (e)(iiii) below, respectively, shall have amortization and an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders, and, (E) may participate (x) with respect to any voluntary prepayments, on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with the Term A Loans hereunder and any other then-existing Class of Term Loans and (y) with respect to any mandatory prepayments, on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in with the Term A Loans hereunder and any mandatory prepayments other then-existing Class of Term Loans (or if such Incremental Term Loans are subordinated in right of security to the First Lien Obligations under Section 2.03(b)(ithis Agreement, on a junior basis to), and (F) shall be denominated in Dollars; provided that clauses (B) and (C) above shall not apply to Incremental Term Loans incurred in the form of a bridge or other facility intended to be refinanced with long term indebtedness so long as, subject only to customary conditions the failure of which to be satisfied would otherwise result in an Event of Default, it would either be automatically converted into or required to be exchanged for permanent financing; (ii) the Incremental Revolving Commitments and Incremental Revolving Loans: (A) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (x) shall either rank equal or junior in priority of right of security with the First Lien Obligations under this Agreement or be unsecured, in each case as applicable pursuant to clause (d)(iii) above, and, if applicable, shall be subject to an Intercreditor Agreement, (y) shall not be secured by a Lien on any assets not constituting Collateral and (z) shall not have any obligors other than the Loan Parties, (B) shall not mature earlier than the Existing Revolving Facility Maturity Date, and shall not be subject to amortization or any mandatory commitment reductions, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (ii2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (E) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.9(j) and 2.10(d) in connection with Letters of Credit and Swingline Loans, respectively, which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that (iii)(Ax) all Swingline Loans and Letters of Credit denominated in Dollars shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Sections 2.9(j) and 2.10(d)), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swingline Loans theretofore issued or incurred, (E) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as specified compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof, (F) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (G) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Borrower and the applicable Incremental Amendment.Revolving Lenders, and (iiI) shall be denominated in Dollars; (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made within six months following the Amendment Effective Date in the form of broadly syndicated term loans that are secured by Liens on a basis that is equal in priority to the Liens securing the First Lien Obligations under Incremental Term Commitments within twelve (12) months after the Closing Datethis Agreement, the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term A Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) Applicable Margin with respect to the Initial Term A Loans is increased so as to cause the then applicable All-In Effective Yield under this Agreement on the Initial Term A Loans to be equal to the All-In Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due points per annum. Notwithstanding anything to the application contrary herein contained, no amendment, modification or waiver of any provision of this Agreement which would reduce the amount of any payment required as a Eurodollar Rate floor on any Incremental Term Loan result of the operation of this clause (iii) shall be effected solely through an increase permitted without the written consent of Majority Facility Lenders with respect to the Term A Loan Commitments and the Term A Loans, and this clause (iii) may be amended, modified or waived without the consent of any Lenders other than Majority Facility Lenders with respect to the Term A Loan Commitments and the Term A Loans; and (iv) Incremental Commitments may be obtained in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loansa minimum amount of $25,000,000 and in integral multiples of $1,000,000 in excess thereof.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Refinancing Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Refinancing Lenders providing such Incremental Term Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not identical to the Term (or constituting a part of) any Class of Loans each existing on the Incremental Refinancing Facility Closing Effective Date, shall be reasonably satisfactory consistent with clauses (i) through (viii) below and otherwise (x) substantially identical to Administrative Agent; provided that such Class being refinanced or (y) (taken as a whole) no more favorable to the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for covenants or other provisions (a) conformed (or added) in the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant Loan Documents, for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical Lenders holding Loans (other than with respect Refinancing Loans), pursuant to upfront fees, OID or similar fees, it being understood an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent (provided that, if required at the Borrower’s option, such provision shall automatically be deemed to consummate such Term Loan Increase transactionhave been restored (or eliminated, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increaseas applicable) to the extent the applicable Term Refinancing Loans being increasedare no longer outstanding) or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such Refinancing Commitments) or such terms and conditions shall be current market terms for such type of Refinancing Loans (as reasonably determined in good faith by the Borrower); provided that a certificate of a Responsible Officer delivered to the Administrative Agent at least five Business Days prior to incurrence of such Refinancing Loans or Refinancing Commitments, together with a reasonably detailed description of the material terms and conditions of such resulting Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in each casegood faith that such terms and conditions satisfy the foregoing requirement, as existing on shall be conclusive evidence that such terms and conditions satisfy the Incremental Facility Closing Dateforegoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees). In any eventThe Refinancing Loans: (i) as of the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans, (B) Refinancing Facility Effective Date, shall not mature have a final scheduled maturity date earlier than the Original Term Loan Maturity Date,Date of the Refinanced Debt; (Cii) as of the Refinancing Facility Effective Date, shall not have a Weighted an Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Refinanced Debt; (Diii) shall have an Applicable Margin and LIBO Rate andor Alternate Base Rate floor (if any), and subject to clauses (e)(i)(Be)(i) and (e)(i)(C) above and clause (e)(ii) belowabove, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders, and; (Eiv) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be have fees determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Lenders; (v) if guaranteed, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be subject to any Guarantee by any Person other than a Loan Party and the primary obligor in respect thereof shall be the Borrower or a Guarantor; (vi) shall not have a greater principal amount than the applicable All-In Yield payable pursuant principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing; (vii) if secured, shall be secured solely by the Mortgaged Property and shall rank pari passu or junior in right of security with the Loans; and (viii) shall be subject to a customary intercreditor agreement, the terms of this Agreement as amended through which shall be reasonably acceptable to the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso belowAdministrative Agent, the Eurodollar Rate floor) with respect to Required Lenders and the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such LoansBorrower.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans Loans, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be reasonably satisfactory not materially more restrictive to Administrative Agentthe Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, except in the case of clauses (A) and (B) to the extent necessary to provide for (x) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Loans and Incremental Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that that, notwithstanding anything to the documentation governing contrary contained herein, if any such terms of any Incremental Term Loans may include any and Incremental Commitments contain a Previously Absent Financial Maintenance Covenant so long as that is in effect prior to the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facilitythe Term Loan Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, increased as existing on the Incremental Facility Closing Date. In any event: (ia) the Incremental Term Loans: (Ai) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) may either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Initial Term LoansFirst Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent and the Borrower) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (Bii) shall not mature earlier than the Original Term Loan Maturity Date, (Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to Loans; provided that the effects of any amortization or prepayment of prepayments made on the Closing Date Term Loans prior to the time date of such incurrence)incurrence will be disregarded, (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and, (Ev) may participate on a pro rata basis or basis, less than a pro rata basis (but, except as otherwise permitted by this Agreement, not on a or greater than a pro rata basis) basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Incremental Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.03(b)(i2.05(2)(a), (iib) or and (iii)(Ad)), as specified in the applicable Incremental Amendment, (vi) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (iib) [reserved]. (c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Borrower, the Administrative Agent and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each any corresponding existing Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans, (B) subject to the Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) subject to the Permitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Series B-2-3 Term Loans on Loans, or following the date Maturity Date of incurrence the Series B-3 Term Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of such Incremental the Series B-4 Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that (A) with respect to any Loans made under Incremental Term Loan Commitments within twelve (12) or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Closing Amendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term Loans or Incremental Revolving Credit Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Series B-2 Term Loans plus by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Benchmark or Base Rate floor) with respect to the Initial Series B-2 Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-2 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(A) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-2 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-2 Term Loans shall be increased so as to cause the then extent of such differential between interest rate floors., (B) with respect to any Term Loans under Incremental Term Loan Commitments made on or prior to the date that is 6 months after the Amendment No. 10 Effective Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield under payable pursuant to the terms of this Agreement on as amended through the Initial date of such calculation with respect to Series B-3 Term Loans to equal by more than 50 basis points per annum (the amount of such excess of the All-In Yield then applicable to the such Incremental Term Loans minus 50 basis points; provided that any increase in over the sum of the All-In Yield on applicable to the Initial Series B-3 Terms Loans plus 50 basis points per annum, the “Series B-3 Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Benchmark or Base Rate floor) with respect to the Series B-3 Term Loans due to shall be increased by the application of a Eurodollar Rate floor on applicable Series B-3 Yield Differential; provided, further that, if any Incremental Term Loan shall be effected solely through an increase in (Loans include a Benchmark or implementation of, as applicable) Base Rate floor that is greater than the Eurodollar Benchmark or Base Rate floor applicable to the Series B-3 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(B) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-3 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-3 Term Loans shall be increased to the extent of such differential between interest rate floors and (C) with respect to any Term Loans under Incremental Term Loan Commitments made on or prior to the date that is 6 months after the Amendment No. 10 Effective Date, if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Series B-4 Term Loans by more than 50 basis points per annum (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Series B-4 Terms Loans plus 50 basis points per annum, the “Series B-4 Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Benchmark or Base Rate floor) with respect to the Series B-4 Term Loans shall be increased by the applicable Series B-4 Yield Differential; provided, further that, if any Incremental Term Loans include a Benchmark or Base Rate floor that is greater than the Benchmark or Base Rate floor applicable to the Series B-4 Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii)(C) but only to the extent an increase in the Benchmark or Base Rate Floor applicable to the existing Series B-4 Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Benchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-4 Term Loans shall be increased to the extent of such differential between interest rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsLenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans Facility or InitialExtended Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Term Facility or InitialExtended Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the Initial Term Facility or the Revolving Maturity Date for the InitialExtended Revolving Facility, as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative AgentAgents; provided that to the documentation governing extent any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement covenant or term is amended to include such Previously Absent Financial Maintenance Covenant (I) added for the benefit of each the Incremental Lenders of an Incremental Term Commitment, such covenant or term will be deemed satisfactory to the Term Administrative Agent to the extent that such term or covenant is also added, or the features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the InitialExtended Revolving Facility; provided, further, provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event: (i) the Incremental Term LoansLoans and Incremental Term Commitments: (A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders; (B) (i) shall rank equal in priority in right of payment and in priority of right of security with the Initial Term Loans,; (BC) shall not mature earlier than the Original Term Loan Maturity Date,Date for the Initial Term Loans (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans consisting of a customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C); (CD) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on Loans; provided that the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), requirements set forth in this clause (D) shall have not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans consisting of a customary bridge facility, so long as such bridge facility provides for an Applicable Rate and, automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (D); (E) subject to clauses clause (e)(i)(B) and (e)(i)(CD) above and clause (e)(iiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and; (EF) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of the Initial Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Facility Amendment; provided that voluntary prepayments may be made on a non pro rata basis; and (G) may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness. (ii) the Incremental Revolving Loans and Incremental Revolving Commitments: (A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders, (B) shall rank equal in right of payment and in priority of right of security with the InitialExtended Revolving Loans, (C) shall not mature earlier than the Revolving Maturity Date for the InitialExtended Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization; (D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date; (E) subject to the provisions of Section 2.04 in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.04, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued); (F) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis or greater than a pro rata basis, in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date; (G) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and (H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders; (iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the applicable lenders providing such Incremental Term Lenders and shall be set forth Loans; provided that in each applicable Incremental Amendment; provided, however, the event that the Effective Yield with respect to any Loans made under Incremental Term Commitments within twelve (12) months after Loans that satisfy each of the Closing DateMFN Conditions is greater than the Effective Yield for the Term B-2 Loans by more than 0.50%, the All-In Applicable Rate for the Term B-2 Loans shall be increased to the extent necessary so that the Effective Yield applicable for the Term B-2 Loans is equal to the Effective Yield for such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of minus 0.50% (this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate clause (together with, as provided in the proviso belowiii), the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Adjustment”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower Borrowers and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to substantially similar with the Term terms of the Initial Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for (i) covenants and terms that apply solely to any period after the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as Latest Maturity Date that is in effect on the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation effective date of such Term Loan Increase shall be identical Incremental Amendment and (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increaseii) to the applicable Term extent more restrictive, when taken as a whole, to the Par Borrower and its Restricted Subsidiaries, than the terms of the Initial Loans being increased, in each case, as existing on the Incremental Facility Closing Date, terms that are added for the benefit of each Class of Loans remaining outstanding after the effectiveness of such Incremental Amendment (it being understood that no consent shall be required from the Agent or any of the Lenders to the extent that such terms are also added for the benefit of each Class of Loans remaining outstanding after the effectiveness of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Loans or any Incremental Commitments, no consent shall be required from the Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Class remaining outstanding after the effectiveness of such Incremental Amendment). In any event: (i) the Incremental Term Loans: (A) shall be unsecured or shall rank equal in priority pari passu in right of payment and of security with the Initial Term LoansLoans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement, the Collateral Rights Agreements and the Intermediation Access Agreements or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent), (B) shall not mature earlier than the Original Term Loan Maturity DateDate of the Initial Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment prepayments of Term the Initial Loans prior to the time of incurrence of such incurrenceIncremental Loans that would otherwise modify the Weighted Average Life to Maturity of the Initial Loans), (D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) belowabove, amortization determined by the Borrower Borrowers and the applicable Incremental Term Lenders, (E) the Incremental Loans may not be incurred (or Guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral, and (EF) may participate mandatory prepayments of the Incremental Loans shall be on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, and any Incremental Facility shall share not on a greater than pro rata basis) ratably in any voluntary or mandatory prepayment of the Loans; provided, that each Class of Loans shall be prepaid prior to any Incremental Facility that is junior or subordinated in right of payment thereto; provided, further, that each Class of Loans shall be prepaid with any mandatory prepayments prior to any Incremental Facility that is unsecured, provided that, subject to the foregoing, any Incremental Facility may provide for the ability to participate on a non-pro rata basis in any voluntary prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental AmendmentLoans. (ii) the The amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Borrowers and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Loans secured on a pari passu basis with the Initial Loans that are made under Incremental Term Commitments within on or prior to the date that is twelve (12) months after the Closing Date, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Term Loans plus 50 by more than fifty (50) basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Loans over the sum of the All-In Yield applicable to the Initial Loans plus fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential (this proviso, the “MFN Protection”); provided, further, that, if any Incremental Loans include a SOFR or Base Rate floor that is increased so greater than the SOFR or Base Rate floor applicable to any existing Class of Loans, such differential between SOFR or Base Rate floors, as to cause applicable, shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on the Initial Term Loans to equal the All-In Yield then applicable clause (ii) but only to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through extent an increase in (the SOFR or implementation of, as applicable) the Eurodollar Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such Loanscase the SOFR and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between SOFR or Base Rate floors as the case may be.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments. Notwithstanding the foregoing, in the case of any Incremental Loans or Incremental Commitments, and except as otherwise set forth herein, to the extent such terms and provisions are not identical to the terms and provisions of any Class of Term Loans existing on the Incremental Facility Closing Date, such terms and provisions shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if more favorable to the existing Term Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date with respect to existing Term Loans as of the Incremental Amendment Date or (c) reasonably satisfactory to the Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase shall be (subject to any conforming changes pursuant to clause (a) above) identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) (I) shall rank equal pari passu or junior in priority right of payment with the Obligations under Term Loans that are senior in right of payment and (II) shall be secured solely by the Collateral and shall rank pari passu or junior in right of security with the Initial Obligations under Term Loans,Loans that are secured on a first lien basis by the Term Priority Collateral (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Second Lien Intercreditor Agreement (if subject to lien subordination), or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent or other lien subordination arrangement reasonably satisfactory to the Borrower and the Administrative Agent); (B) as of the Incremental Amendment Date, shall not mature have a final scheduled maturity date earlier than the Original Maturity Date of the Term B Loans or any Extended Term Loans as to which the Term B Loans were the Existing Term Loan Tranche (other than in the case of any Permitted Earlier Maturity Date,Debt); (C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term B Loans (without giving effect to other than in the case of any amortization or prepayment of Term Loans prior to the time of such incurrencePermitted Earlier Maturity Debt),; (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) belowabove, amortization determined by the Borrower and the applicable Incremental Lenders; provided the Applicable Rate and amortization for a Term LendersLoan Increase shall be (x) the Applicable Rate and amortization for the Class being increased or (y) in the case of the Applicable Rate, andhigher than the Applicable Rate for the Class being increased as long as the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency); (E) shall have fees or other amounts as determined by the Borrower and the applicable Incremental Lenders or arranger(s) and/or lender(s); (F) shall not be guaranteed by any Person that is not otherwise a Guarantor; and (G) (I) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Incremental Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Incremental Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment.hereunder; (ii) the amortization schedule applicable to any Incremental Term Loans and [Reserved]; (iii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and/or arranger(s) and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Loans made under (provided that the Borrower may, at its election, exclude up to $75,000,000 in aggregate principal amount of Incremental Loans from the application of the following provisions of this clause (e)(iii)) incurred on or prior to the 12-month anniversary of the Closing Date that are denominated in Dollars, that are pari passu in right of payment and security with the Term Commitments within twelve (12) B Loans and that have a Maturity Date prior to the date that is 24 months after the Closing DateMaturity Date of the Term B Loans, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term B Loans plus 50 basis points per annum unless the interest rate All-In Yield (together with, as provided in the proviso below, the Eurodollar Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans is increased so as to cause the then then-applicable All-In Yield under this Agreement on the Initial Term B Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided provided, further, that any increase in All-In Yield on the Initial to any Term Loans B Loan due to the application or imposition of a Eurodollar Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar any Eurocurrency Rate or Base Rate floor applicable to such LoansTerm B Loan. For the avoidance of doubt, the “MFN” payment provisions in the first proviso of clause (iii) above in respect of the Term B Loans shall not apply to any Incremental Loan requested in Canadian Dollars. Without limiting the obligations of the Borrower provided for in this Section 2.14, the Administrative Agent and the Lenders agree that they will use their commercially reasonable efforts to attempt to minimize the costs of the type referred to in Section 3.05 that would otherwise be incurred in connection with any Incremental Loan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be (A) as agreed between the Borrower Representative and the applicable Incremental Term Lenders providing such Incremental Term Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not identical to consistent with the Term Loans or Revolving Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if materially more favorable (taken as a whole) to the Incremental Lenders , conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders in respect of the Class being increased and (y) in the case of any Class of Incremental Revolving Loans and Incremental Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders in respect of the Class being increased, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Facility Closing Date or (c) reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: : (i) the Incremental Term Loans: : (A) (I) shall rank equal in priority pari passu or junior in right of payment with the Obligations under the Initial Term Loans and (II) shall be unsecured or secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Term Loans, , (B) as of the Incremental Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Original Maturity Date of the Initial Term Loan Loans (or earlier than 91 days after the Maturity Date, Date of such Initial Term Loans in the case of any Incremental Term Loans that are unsecured or junior in right of payment or security to such Initial Term Loans); provided that the requirements set forth in this clause (i)(B) shall not apply to any Incremental Term Loans (x) consisting of a customary bridge facility, so long as such customary bridge facility by its terms will automatically be converted into, or exchanged for, long-term Indebtedness that satisfies the requirements set forth in this clause (i)(B) or (y) for which the Inside Maturity Basket is utilized; (C) as of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on Loans; provided that the date of incurrence of such requirements set forth in this clause (i)(C) shall not apply to any Incremental Term Loans (without giving effect to any amortization x) consisting of NAI-1539971432v8 104 AMERICAS 126787728 a customary bridge facility, so long as such customary bridge by its terms will automatically be converted into, or prepayment of Term Loans prior to exchanged for long-term Indebtedness that satisfies the time of such incurrence), requirements set forth in this clause (i)(C) or (y) for which the Inside Maturity Basket is utilized; (D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) belowabove, amortization determined by the Borrower Representative and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization for a Term Loan Increase shall be the Applicable Margin and amortization for the Class being increased (subject to Section 2.11(a)(ii)), and (E) may participate shall have fees determined by the Borrower Representative and the applicable Incremental Term Loan arranger(s), (F) shall not be guaranteed by any Person that is not otherwise a Guarantor or be secured by any assets not constituting Collateral, and (G) in the case of (x) any Incremental Term Loans that are secured on a pari passu basis with the Initial Term Loans, shall share ratably in any voluntary or mandatory prepayments pursuant to Sections 2.12 and 2.13 unless the Lenders providing such Incremental Term Commitments elect a lesser share of such prepayments and (y) any Incremental Term Loans that are secured on a junior basis to the Initial Term Loans, or are unsecured, shall share on a less than pro rata basis in any voluntary or mandatory prepayments pursuant to Section 2.12 and 2.13; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) in the case of a Revolving Commitment Increase, will be subject to terms (including maturity date and interest rates but excluding upfront fees and other similar amounts) identical to those applicable to the Revolving Credit Commitments being increased, (B) shall be included as additional Participating Revolving Credit Commitments under the Incremental Amendment, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment (it being understood that the Swing Line Lender or less than pro rata basis the Issuing Banks may, in their sole discretion and with the consent of Administrative Agent (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(ito be unreasonably withheld or delayed), (ii) or (iii)(A), as specified agree in the applicable Incremental Amendment. Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments), (iiC) the amortization schedule applicable (1) shall have upfront fees and/or other similar fees payable to any each Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans Revolving Credit Lender in respect of each Class shall be determined Incremental Revolving Credit Commitment separately agreed to by the Borrower Representative and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Revolving Credit Lender providing such Incremental Revolving Credit Commitment and (2) the Revolving Loans shall not be greater than the applicable All-In Yield payable incurred pursuant to (x) any Revolving Commitment Increase shall have the terms of this Agreement same Applicable Margin and unutilized commitment fee as amended through the date of Facility to which such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate Revolving Commitment Increase is being added and (together with, as provided in the proviso below, the Eurodollar Rate floory) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.Incremental

Required Terms. The Except as set forth in clauses (a) through (c) below, the terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans and the 2025 Incremental Term Loans existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (a) be not materially more restrictive to the Borrower when taken as a whole (as determined by the Borrower in good faith) than the terms of the Closing Date Term Loans and the 2025 Incremental Term Loans except with respect to covenants and other terms applicable only to periods after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments, or (b) if clause (a) is not satisfied, be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement acting at the direction of the Required Lenders (provided that, at the Borrower’s election, to the extent any term or provision is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; the Lenders of Incremental Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, further, for the benefit of the Lenders of the Closing Date Term Loans and the 2025 Incremental Term Loans; provided that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing DateDate (provided that, if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans and the 2025 Incremental Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by the Borrower and the Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with the Closing Date Term Loans and the 2025 Incremental Term Loans). In any event: (ia) the Incremental Term Loans: (AI) (I) shall either rank equal in priority in of right of payment with the Closing Date Term Loans and the 2025 Incremental Term Loans or junior in priority of right of payment to the Second Out Term Loans under this Agreement (as determined by the Borrower) and (II) to the extent secured, shall rank equal or junior in priority of right of security (but without regard to the control of remedies) with the Initial Term Loans,Obligations under this Agreement; (BII) shall not mature earlier than the Original Term Loan Maturity Date, (CIII) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans and the 2025 Incremental Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loan, (DIV) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(III) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders (provided, that if such Incremental Term Loans are to be “fungible” with any then-existing Class of Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by the Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be (or will be deemed to be) “fungible” with such Class of Term Loans), (V) may participate (x) on a pro rata basis, or on a less than or greater than pro rata basis, in any voluntary prepayment of Term Loans and (y) on a pro rata basis or less than a pro rata basis (but not greater than a pro rata basis) in any mandatory prepayment of Term Loans under Section 2.05(2)(a), (b) or (d), in each case, as specified in the applicable Incremental Amendment, (VI) shall be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), another currency as determined by the Borrower and the applicable Incremental Term Lenders, (VII) shall not at any time be guaranteed by any Person other than the Guarantors, and (EVIII) may participate on a pro rata basis the obligations in respect thereof shall not be secured by any property or less assets other than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment.Collateral; (iib) [reserved]; and (c) the amortization schedule applicable to any Incremental Term Loans Applicable Rate and the All-In Yield fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve Loans that are secured by the Collateral and rank equal in priority of right of security (12but without regard to the control of remedies) months after with the Closing DateObligations under this Agreement (but without regard to the control of remedies), the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial the Closing Date Term Loans (but calculated without regard to the PIK Interest Election)and the 2025 Incremental Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Applicable Rate floor) with respect to the Initial Closing Date Term Loans and the 2025 Incremental Term Loans is increased so as to cause the Effective Yield then applicable All-In Yield under this Agreement on with respect to the Initial Closing Date Term Loans and the 2025 Incremental Term Loans to equal the All-In Effective Yield then applicable to the such Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on points per annum (the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Provision”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any eventevent the Term Loans: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and any other Term Loans,; (Bii) shall not mature earlier than the Original Revolving Credit Maturity Date at the time of incurrence of such Term Loan Maturity Date, (C) Loans and no scheduled principal or amortization payments shall have a Weighted Average Life be required in respect of such Term Loans except to Maturity the extent such payments would not shorter than cause the remaining Weighted Average Life to Maturity of the Initial such Term Loans on at any time to be shorter than fifty percent (50%) of the date number of incurrence of such Incremental years remaining until the Revolving Credit Maturity Date in effect; provided that, at no time shall there be Term Loans (without giving effect hereunder which have more than three different maturity dates unless the Administrative Agent otherwise consents to any amortization or prepayment of Term Loans prior to the time of such incurrence),more than three different maturity dates; (Diii) shall have an Applicable Rate applicable rate, fees, premiums and, subject to clauses (e)(i)(BSection 2.09(e)(ii) and (e)(i)(C) above and clause (e)(ii) belowSection 2.09(e)(vi), amortization determined by the Borrower and the applicable Incremental Term Lenders, and; (Eiv) except as provided in Section 2.09(e)(iii) above, shall have mandatory prepayments, representations and warranties, covenants and events of default that are the same as, or no more restrictive on the Credit Parties (as determined by the Administrative Agent in its reasonable discretion) than, those set forth in this Agreement prior to the applicable Term Loan Facility Closing Date unless any more restrictive mandatory prepayments, representations and warranties, covenants and events of default are incorporated into this Agreement on the applicable Term Loan Facility Closing Date; (v) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Term Loan Amendment.; and (iivi) the shall provide that any mandatory prepayments or amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans payments in respect of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not only be greater than required if each of the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 Specified Conditions is satisfied on a pro forma basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable after giving effect to such Loanspayments.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term CommitmentsLenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans Facility or Initial Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the Initial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative AgentAgents; provided that to the documentation governing extent any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement covenant or term is amended to include such Previously Absent Financial Maintenance Covenant (I) added for the benefit of each the Incremental Lenders of an Incremental Term Commitment, such covenant or term will be deemed satisfactory to the Term Administrative Agent to the extent that such term or covenant is also added, or the features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental Lenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided, further, provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event: (i) the Incremental Term LoansLoans and Incremental Term Commitments: (A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders; (B) (i) shall rank equal in priority in right of payment and in priority of right of security with the Initial Term Loans,; (BC) shall not mature earlier than the Original Term Loan Maturity Date,Date for the Initial Term Loans (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount); provided that the requirements set forth in this clause (C) shall not apply to any Incremental Term Loans consisting of a customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C); (CD) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on Loans; provided that the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), requirements set forth in this clause (D) shall have not apply to (x) any Maturity Limitation Excluded Amount and (y) any Incremental Term Loans consisting of a customary bridge facility, so long as such bridge facility provides for an Applicable Rate and, automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (D); (E) subject to clauses clause (e)(i)(B) and (e)(i)(CD) above and clause (e)(iiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and; (EF) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of the Initial Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Facility Amendment; provided that voluntary prepayments may be made on a non pro rata basis; and (G) may contain customary “most-favored nation” pricing provisions with respect to future incurrences of Indebtedness. (ii) the Incremental Revolving Loans and Incremental Revolving Commitments: (A) shall not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of the Lenders, (B) shall rank equal in right of payment and in priority of right of security with the Initial Revolving Loans, (C) shall not mature earlier than the Revolving Maturity Date for the Initial Revolving Loans (without giving effect to the proviso in the definition of “Revolving Maturity Date”) (other than in a principal amount not to exceed the Maturity Limitation Excluded Amount or any customary bridge facility, so long as such bridge facility provides for an automatic extension to long-term Indebtedness that satisfies the requirements set forth in this clause (C)) and shall not be subject to amortization; (D) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date; (E) subject to the provisions of Section 2.04 in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.04, without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued); (F) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis or greater than a pro rata basis, in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date; (G) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and (H) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders; (iii) the interest rate margins, original issue discount or upfront fees (if any), interest rate floors (if any) and amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall will be determined by the Borrower and the applicable lenders providing such Incremental Term Lenders and shall be set forth Loans; provided that in each applicable Incremental Amendment; provided, however, the event that the Effective Yield with respect to any Loans made under Incremental Term Commitments within twelve Loans that satisfy each of the MFN Conditions is greater than the Effective Yield for the Term B-1-2 Loans (12) months after including, for the Closing Dateavoidance of doubt, the AllIncremental Term B-1 Loans) by more than 0.50%, the Applicable Rate for the Term B-1-In 2 Loans (including, for the avoidance of doubt, the Incremental Term B-1 Loans) shall be increased to the extent necessary so that the Effective Yield applicable for the Term B-1-2 Loans (including, for the avoidance of doubt, the Incremental Term B-1 Loans) is equal to the Effective Yield for such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of minus 0.50% (this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate clause (together with, as provided in the proviso belowiii), the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Adjustment”).

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments of any Class and any Term Loan Increase Commitment shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to substantially consistent with the Term Loans existing on the Incremental Facility Tranche Closing DateDate (as determined by the Borrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower), shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent; provided Agent (in its capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the documentation governing any Incremental Term Loans may include extent any Previously Absent Financial Maintenance Covenant so long as is added for the benefit of any Incremental Loan or Incremental Commitment, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended or any existing Lender to include the extent such Previously Absent Financial Maintenance Covenant is (A) also added for the benefit of each Facility; providedthe Term Loans or Revolving Commitments, furtheras applicable, existing on the Incremental Tranche Closing Date (it being understood that a Previously Absent Financial Maintenance Covenant that is added solely for the benefit of any Incremental Revolving Commitments shall not be required to be added for the benefit of any Term Loans) or (B) only applicable after the Maturity Date of any Term Loan or Revolving Commitment, as applicable, existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan IncreaseIncrease or Incremental Revolving Commitment, the terms, provisions and documentation of such Term Loan Increase or Incremental Revolving Commitment shall be identical (other than with respect to underwriting, commitment or upfront fees, OID original issue discount or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:, (i) the each Incremental Term LoansLoan or Incremental Term Commitment: (A) shall will rank equal in priority pari passu in right of payment and in right of security with the Initial Term Loans,other Loans or Commitments, as applicable, of such Class; (B) shall not mature earlier than the Original Maturity Date with respect to the Initial Tranche B Term Loan Maturity Date,Loans (prior to giving effect to any extensions thereof); (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial each Class of Term Loans on the date of incurrence of such Incremental Term Loans or Incremental Term Commitment (without giving effect to any except by virtue of amortization or prepayment of the Initial Tranche B Term Loans prior to the time of such incurrence),; (D) shall have an Applicable Rate fees and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization as determined by the Borrower and the applicable Incremental Term Lenders, ; and (E) may provide for the ability to participate on a pro rata basis basis, or on a less than pro rata basis basis, (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) basis unless such Term Loans were made pursuant to an escrow or other similar arrangement), in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In In-Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In In-Yield applicable to any such Incremental Term Loans shall not be greater than the applicable All-In In-Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Initial Tranche B Term Loans plus 50 basis points per annum annum, unless the interest rate Applicable Margin (together with, as provided in the proviso below, the Eurodollar Adjusted LIBOR or Base Rate floor) with respect to the such Initial Tranche B Term Loans is increased so as to cause the then applicable All-In In-Yield under this Agreement on the such Initial Tranche B Term Loans to equal the All-In In-Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In In-Yield on to the Initial Tranche B Term Loans due to the application of a Eurodollar an Adjusted LIBOR floor or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar any Adjusted LIBOR floor or Base Rate floor applicable to the Initial Tranche B Term Loans; provided further, that in the event of any increase in the Applicable Margin and/or Adjusted LIBOR and Base Rate floors with respect to the Initial Tranche B Term Loans as a result of this clause (ii), the Applicable Margin and/or Adjusted LIBOR and Base Rate floors, as applicable, with respect to the Initial Tranche A Term Loans shall be increased by a corresponding amount; and (iii) there shall be no borrower or guarantor in respect of such LoansIncremental Term Loan or any Incremental Revolving Commitment that is not the Borrower or a Guarantor, and Incremental Term Loans and Incremental Revolving Commitments shall not be secured by assets other than Collateral (except pursuant to an escrow or similar arrangement with respect to the proceeds of such Incremental Term Loans or Incremental Revolving Commitments).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be (A) as agreed between the Borrower Representative and the applicable Incremental Term Lenders providing such Incremental Term Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not identical to consistent with the Term Loans or Revolving Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if materially more favorable (taken as a whole) to the Incremental Lenders , conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders in respect of the Class being increased and (y) in the case of any Class of Incremental Revolving Loans and Incremental Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders in respect of the Class being increased, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Facility Closing Date or (c) reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: : NAI-1539971432v8 AMERICAS 126787728 117 (i) the Incremental Term Loans: : (A) (I) shall rank equal in priority pari passu or junior in right of payment with the Obligations under the Initial Term Loans and (II) shall be unsecured or secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Term Loans, , (B) as of the Incremental Facility Closing Date, shall not mature have a final scheduled maturity date earlier than the Original Maturity Date of the Initial Term Loan Loans (or earlier than 91 days after the Maturity Date, Date of such Initial Term Loans in the case of any Incremental Term Loans that are unsecured or junior in right of payment or security to such Initial Term Loans); provided that the requirements set forth in this clause (i)(B) shall not apply to any Incremental Term Loans (x) consisting of a customary bridge facility, so long as such customary bridge facility by its terms will automatically be converted into, or exchanged for, long-term Indebtedness that satisfies the requirements set forth in this clause (i)(B) or (y) for which the Inside Maturity Basket is utilized; NAI-1539971432v8 AMERICAS 126787728 118 (C) as of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on Loans; provided that the date of incurrence of such requirements set forth in this clause (i)(C) shall not apply to any Incremental Term Loans (without giving effect to any amortization x) consisting of a customary bridge facility, so long as such customary bridge by its terms will automatically be converted into, or prepayment of Term Loans prior to exchanged for long-term Indebtedness that satisfies the time of such incurrence), requirements set forth in this clause (i)(C) or (y) for which the Inside Maturity Basket is utilized; (D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) belowabove, amortization determined by the Borrower Representative and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization for a Term Loan Increase shall be the Applicable Margin and amortization for the Class being increased (subject to Section 2.11(a)(ii)), and (E) may participate shall have fees determined by the Borrower Representative and the applicable Incremental Term Loan arranger(s), (F) shall not be guaranteed by any Person that is not otherwise a Guarantor or be secured by any assets not constituting Collateral, and (G) in the case of (x) any Incremental Term Loans that are secured on a pari passu basis with the Initial Term Loans, shall share ratably in any voluntary or mandatory prepayments pursuant to Sections 2.12 and 2.13 unless the Lenders providing such Incremental Term Commitments elect a lesser share of such prepayments and (y) any Incremental Term Loans that are secured on a junior basis to the Initial Term Loans, or are unsecured, shall share on a less than pro rata basis in any voluntary or mandatory prepayments pursuant to Section 2.12 and 2.13; (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) in the case of a Revolving Commitment Increase, will be subject to terms (including maturity date and interest rates but excluding upfront fees and other similar amounts) identical to those applicable to the Revolving Credit Commitments being increased, (B) shall be included as additional Participating Revolving Credit Commitments under the Incremental Amendment, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment (it being understood that the Swing Line Lender or less than pro rata basis the Issuing Banks may, in their sole discretion and with the consent of Administrative Agent (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(ito be unreasonably withheld or delayed), (ii) or (iii)(A), as specified agree in the applicable Incremental Amendment. (ii) Amendment to increase the amortization schedule applicable to any Incremental Term Loans and Swing Line Sublimit or the All-In Yield applicable to Letter of Credit Sublimit so long as such increase does not exceed the Incremental Term Loans amount of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.additional Participating Revolving Credit Commitments),

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, in the case of Incremental Term Loans and Incremental Term Commitments, to the extent not identical to consistent with the Initial Term Loans Loans, each existing on the Incremental Facility Closing DateDate have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date at the time of incurrence of such Incremental Term Commitment or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any more restrictive terms are added for the benefit of any such Incremental Term Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such more restrictive terms are also added for the benefit of any corresponding existing Facility, and otherwise be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu or junior in right of payment and or of security with the Initial Term LoansLoans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent), or shall be unsecured, (B) other than (i) Customary Term A Loans, or (ii) as provided for in clause (e)(iii) below, shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) other than Customary Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any Term Loans on outstanding at the date time of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Term Loans prior to the time of such incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be substantially consistent with those applicable to any existing Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans or, including with respect to the initial Incremental Revolving Credit Commitments, otherwise reasonably acceptable to the Administrative Agent (it being understood and agreed that any terms that are consistent with any existing Term Loans shall be deemed reasonably acceptable). (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments within twelve (12) other than with respect to any Incremental Term Facility up to an amount not to exceed $200,000,000 (the “MFN Trigger Amount”), in each case, that are secured by the Collateral on a pari passu basis with the Initial Term Loans, established on or prior to the date that is 12 months after the Closing DateDate and with a maturity date that is less than 12 months after the then Latest Maturity Date of the Initial Term Loans, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans plus by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar EurocurrencyTerm SOFR or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential; provided, further that, if any Incremental Term Loans include a EurocurrencyTerm SOFR or Base Rate floor that is increased so as greater than the EurocurrencyTerm SOFR or Base Rate floor applicable to cause the then applicable Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the extent an increase in the EurocurrencyTerm SOFR or Base Rate Floor applicable to the Initial Term Loans to equal would cause an increase in the All-In Yield interest rate then in effect thereunder, and in such case the EurocurrencyTerm SOFR and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due shall be increased to the application extent of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in such differential between interest rate floors (or implementation ofthis proviso, as applicable) the Eurodollar Rate floor applicable to such Loans“MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term Loans, Initial Term B-1 Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (except for covenants and terms that apply solely to any period after the documentation governing Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as and Incremental Term Commitments, no consent shall be required from the Administrative Agent shall have been given prompt written notice thereof and this Agreement or any of the Lenders to the extent that such financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant also added for the benefit of each Facility; provided, further, that in Facility remaining outstanding after the case of a Term Loan Increase, the terms, provisions and documentation effectiveness of such Term Loan Increase Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing extent that such financial maintenance covenant is also added for the Term Loan Increase) to benefit of the applicable Term Loans being increased, in each case, as existing on Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Facility Closing DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority in right of payment and of security with the Initial Term Loans, (B) shall not mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence), (D) shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (ii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall (x) rank equal in priority pari passu in right of payment and of security with and (y) have the Initial same Guarantees as the Term Loans, (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial any then-existing Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; (ii) [Reserved]; (iii) the amortization schedule (subject to clause (i)(C) above) applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing DateCommitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial outstanding Term B-34 Loans plus 50 basis points per annum unless unless, in each case, the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency floor or Base Rate floor) with respect to the Initial Term B-34 Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial each outstanding Class of Term B-34 Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial to any existing Term Loans B-34 Loan, due to the application of a Eurodollar Eurocurrency floor or Base Rate floor higher than 0.75%the Eurocurrency floor or 1.75%, respectively,Base Rate floor (if any) then in effect for the Term B-4 Loans on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar any Eurocurrency floor or Base Rate floor applicable to such Loansexisting Term B-34 Loan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Loan Commitments, as the case may be, of any Class and any Term Loan Increase Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth hereinLenders; provided that, to the extent the terms of such Incremental Commitments are not identical consistent with the Facilities (except to the Term Loans existing on extent permitted by this Section 2.14), the terms of such Incremental Facility Closing Date, Commitments shall be reasonably satisfactory to the Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Revolving Credit Loans and the Term Loans,; (B) shall not mature earlier than the Original Latest Maturity Date of the Delayed Draw Term Loan Maturity Date,A Loans outstanding at the time of incurrence of such Incremental Term Loans; (C) [reserved]; (D) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then-existing Delayed Draw Term Loans on the date of incurrence of such Incremental Term A Loans (without giving effect to any amortization or prepayment or, if the initial Delayed Draw Term A Loan Funding Date has not yet occurred and there is no other Class of Term Loans prior outstanding hereunder, of the Delayed Draw Term A Loans assuming on any date of determination that such Loans are outstanding); (E) subject to the time of such incurrence), clause (B) and (D) above, shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders; (F) subject to clause (iii) below, shall have an Applicable Margin determined by the Borrower and the applicable Incremental Term Lenders; (G) shall be incurred in Dollars; and (EH) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Delayed Draw Term A Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment.; (I) all other material terms of any Incremental Term Loans shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Lenders providing such Incremental Term Loans than, those applicable to the then-existing Term Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the then-existing Term Loans); (ii) all material terms (other than with respect to margin, pricing, maturity or fees) of any Incremental Revolving Loan Commitment and Incremental Revolving Loans under such Incremental Revolving Loan Commitment shall be identical to the amortization schedule Revolving Credit Commitments and Revolving Credit Loans or otherwise reasonably acceptable to the Administrative Agent; it being understood and agreed that covenants or other provisions applicable only to the periods after the Latest Maturity Date of any then-existing Revolving Credit Commitments and Revolving Credit Loans shall be acceptable, subject, solely as to administrative matters to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed); (iii) with respect to any Incremental Term Loans Loan, the interest rate and the All-In Yield fee provisions applicable to the such Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders Lenders, and shall be set forth in each applicable Incremental Amendment; (iv) [reserved]; provided, however, that with respect and (v) to the extent any Loans made under Incremental Term Commitments within twelve (12Loans are made in the form of a Term Loan Increase or are Incremental Term Loans with the same terms as the Delayed Draw Term A Loans, the scheduled amortization payments under Section 2.07(a) months required to be made after the Closing Date, the All-In Yield applicable to making of such Incremental Term Loans shall not be greater than ratably increased by the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date aggregate principal amount of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 and shall be further increased for all Lenders on a pro rata basis points; provided to the extent necessary (x) to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation and (y) so that any increase in All-In Yield on the Initial such Term Loan Increase or are Incremental Term Loans due and the existing Delayed Draw Term A loans form the same Class of Delayed Draw Term A Loans and to permit “fungibility” with the application of a Eurodollar Rate floor on any Incremental existing Delayed Draw Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate floor applicable to such A Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and Class, including any Term Loan Increase Increase, shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent, the Borrower and the Incremental Lenders providing such Incremental Commitments; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term A Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term A Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term such Loan Increase) to the terms, provisions and documentation of the applicable Term A Loans or Revolving Credit Commitments being increased, in each case, as existing on the applicable Incremental Facility Closing Date. In any event: (i) the Incremental Term LoansLoans under any Incremental Term Loan Facility: (A) shall rank equal or junior in priority right of payment of and of security with the Term A Loans and Revolving Credit Loans or may be unsecured; provided that all Incremental Term Loans that are secured by Liens that rank junior in right of payment and of security with the Initial Term Loans,A Loans and Revolving Credit Loans shall be subject to an intercreditor agreement on terms reasonably acceptable to the Administrative Agent and the Borrower; (B) shall not mature earlier than the Original Maturity Date with respect to the then existing Term Loan Maturity Date,A Facility; [Valvoline - Credit Agreement] (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then existing Term A Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence),Loans; (D) subject to clauses (f)(i)(B) and f(i)(C) above and clause (f)(iii) below, shall have an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and; (E) may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term A Loans under Section 2.03(b)(i), (ii) or (iii)(A)2.05, as specified in the applicable Incremental Amendment.; (F) shall not be secured by any assets not constituting Collateral and shall not be Guaranteed by any Person other than the Guarantors; and (G) in the case of “term loan B” Incremental Term Loans, may provide for customary prepayments or offers to prepay based on excess cash flow; (ii) the amortization schedule applicable to Incremental Revolving Credit Commitments and Incremental Revolving Loans under any Incremental Term Revolving Credit Facility: (A) shall rank equal in right of payment and of security with the Revolving Credit Loans and the All-In Yield Term A Loans; (B) shall not mature earlier than the Maturity Date with respect to the then existing Revolving Credit Facility; (C) shall provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Incremental Facility Closing Date; (D) shall provide than any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable revolving credit commitments under this Agreement prior to the Incremental Term Loans of each Class Facility Closing Date; provided at no time shall there be revolving credit commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different maturity dates unless otherwise agreed to be by the Administrative Agent; (E) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders Revolving Credit Lenders; and (F) shall not be secured by any assets not constituting Collateral and shall not be set forth in each applicable Incremental Amendment; provided, however, that Guaranteed by any Person other than a Guarantor; (iii) with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Funding Date, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial the Term A Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso [Valvoline - Credit Agreement] below, the Eurodollar or Base Rate floor) with respect to the Initial Term A Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term A Loans to equal the All-In Yield then applicable to the such Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term A Loans due to the application of a Eurodollar or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar or Base Rate floor applicable to such Loans; and (iv) any upfront fees, arrangement fees or other similar fees for any Incremental Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, subject to the immediately preceding clause (iii).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Term Loans Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent; provided Agent (it being understood that to the documentation governing extent any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement financial maintenance covenant is amended to include such Previously Absent Financial Maintenance Covenant added for the benefit of each Facility; providedany facility established pursuant to any Incremental Commitments, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, any of the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable Lenders to the lenders providing the Term Loan Increase) extent that such financial maintenance covenant is also added (pursuant to the applicable Term Loans being increased, in each case, as existing on Incremental Amendment relating to such Incremental Commitments) for the Incremental Facility Closing Datebenefit of any then-outstanding Revolving Credit Facility). In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu in right of payment and of security with the Initial Term Revolving Credit Loans, subject to the limitations set forth in Section 2.14(d)(v), (B) shall not mature earlier than 91 days following the Original Term Loan then Latest Revolving Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)then-outstanding Revolving Credit Commitments, (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, andother than the Maturity Date and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans, subject to the limitations set forth in Section 2.14(d)(v), (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than the then Latest Revolving Maturity Date, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) may participate below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or less than expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Revolving Credit Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (butand except as provided in Section 2.03(m) and Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except as otherwise that the Borrower shall be permitted by this Agreement, not to permanently repay and terminate commitments of any such Class on a greater better than a pro rata basisbasis as compared to any other Class with a later maturity date than such Class, (F) in assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) Incremental Revolving Credit Commitments may constitute a separate Class or (iii)(A)Classes, as specified in the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental AmendmentFacility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates. (iiiii) Subject to Sections 2.14(e)(i)(B) and (C), the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Revolving Credit Commitments within twelve (12) months after that will constitute “Priority Payment Lien Obligations” under the Closing DateDate Intercreditor Agreement when drawn, the All-In Yield applicable to such Incremental Term Revolving Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Series A Revolving Credit Loans and Series B Revolving Credit Loans, as applicable, plus 50 basis points points, in each case, per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floorfloor applicable to such Incremental Revolving Credit Commitments, if any) with respect to the Initial Term Series A Revolving Credit Loans and the Series B Revolving Credit Loans, as applicable, unless the Applicable Rate is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Series A Revolving Credit Loans and Series B Revolving Credit Loans, as applicable, to equal the All-In Yield then applicable to the Incremental Term Loans Revolving Loans, minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans to any existing Revolving Credit Loan due to the application of a Eurodollar Eurocurrency or Base Rate floor on any Incremental Term Loan or Incremental Revolving Loan shall be effected solely through an increase in (implementation of a Eurocurrency or implementation of, as applicable) the Eurodollar Base Rate floor applicable to such Loansexisting Revolving Credit Facility.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing DateDate (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) shall rank equal in priority pari passu or junior in right of payment and or of security with the Initial initial Revolving Credit Loans (and related Commitments) and the initial Term Loans,Loans (and to the extent subordinated in right of payment or security, subject to intercreditor arrangements reasonably satisfactory to the Administrative Agent), or shall be unsecured (B) shall not mature earlier than the Original Latest Maturity Date of any Term Loan Maturity DateLoans outstanding at the time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans prior to the time of such incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment. (ii) any Revolving Commitment Increase shall be on the same terms (including maturity date and interest rates) and pursuant to the same documentation (other than the Incremental Amendment evidencing any such Revolving Commitment Increase) applicable to the existing Revolving Credit Facility, the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date, the All-In Yield and as set forth in this Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for scheduled amortization or mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(n) to the extent dealing with Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(n), without giving effect to changes thereto on an earlier maturity date with respect to Letters of Credit theretofore incurred or issued), (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date. (iii) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Term new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Loan Commitments within twelve (12other than with respect Incremental Loans up to an amount not to exceed $150,000,000 to the extent incurred to finance a Permitted Acquisition or other acquisition not prohibited by this Agreement), in each case) months after the Closing Datethat are secured on a pari passu basis, if the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus or Revolving Credit Loans, as applicable, by more than 50 basis points per annum unless (the amount of such excess, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurodollar Eurocurrency or Base Rate floor) with respect to each Class of Term Loans, as applicable, shall be increased by the Initial applicable Yield Differential; provided, further that, if any Incremental Term Loans include a Eurocurrency or Base Rate floor that is increased so as greater than the Eurocurrency or Base Rate floor applicable to cause any existing Class of Term Loans, such differential between interest rate floors shall be included in the then applicable calculation of All-In Yield under for purposes of this Agreement on clause (iii) but only to the Initial Term Loans to equal extent an increase in the All-In Yield then Eurocurrency or Base Rate Floor applicable to the Incremental existing Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through would cause an increase in the interest rate then in effect thereunder, and in such case the Eurocurrency and Base Rate floors (or implementation of, as applicablebut not the Applicable Rate) the Eurodollar Rate floor applicable to the existing Term Loans shall be increased to the extent of such Loansdifferential between interest rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall (A) be reasonably satisfactory not materially more restrictive to Administrative Agent; provided that the documentation governing any Incremental Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans may include or Closing Date Revolving Facility, as applicable, except, in each case under this clause (A), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as as, (i) to the Administrative Agent shall have been given prompt written notice thereof extent that any such terms of any Incremental Revolving Loans and this Agreement Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is amended in effect prior to include the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility and the Term Facility and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Term Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Facility and the Revolving Facility and (B) such terms, provisions and documentation are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Incremental Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under each Facility); provided, further, provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and rate floors may be increased increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Term Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (provided that, if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with the Closing Date Term Loans). In any event: (ia) the Incremental Term Loans: (Ai) (x) shall rank equal in priority in right of payment with the Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the Initial Term LoansObligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (Bii) shall not mature earlier than the Original Maturity Date for the then existing Term Loan Maturity DateLoans, (Ciii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial then existing Term Loans on the date of incurrence of such Incremental Term Loans (without giving effect to any amortization or prepayment of Term Loans prior to the time of such incurrence)Loans, (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(ii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Incremental Term Lenders, and, (Ev) may participate on a pro rata basis or less than a pro rata basis (but, except as otherwise permitted by this Agreement, but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A)hereunder, as specified in the applicable Incremental Amendment., (iivi) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable shall be denominated in Dollars or, subject to the Incremental Term Loans consent of each Class shall the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders and Lenders, (vii) shall not at any time be set forth guaranteed by any Person that is not a Loan Party, and (viii) in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) months after the Closing Date, the All-In Yield applicable to such case of Incremental Term Loans that are secured, the obligations in respect thereof shall not be greater secured by any property or assets other than the applicable All-In Yield payable pursuant to Collateral; (b) the terms Incremental Revolving Commitments and Incremental Revolving Loans: (i) (x) shall rank equal in priority in right of this Agreement as amended through payment with the date of such calculation with respect to Initial Term Revolving Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial Term Loans to and (y) shall rank equal the All-In Yield then applicable (but without regard to the Incremental Term Loans minus 50 basis points; provided that any increase control of remedies) in All-In Yield on the Initial Term Loans due to the application of a Eurodollar Rate floor on any Incremental Term Loan shall be effected solely through an increase priority in (or implementation of, as applicableii) right of security with the Eurodollar Rate floor applicable to such Loans.Obligations under this Agreement,