Common use of Required Terms Clause in Contracts

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 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) 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term 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 Date 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 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 Administrative Agent (except for covenants and terms that apply solely to any period after the Administrative Agent; provided that in Latest Maturity Date with respect to the case of a Closing Date Term A Loan Increase, a Term B Loan Increase Loans or a Revolving Commitment Increase of any Class of Revolving Credit Commitments, as applicable, that is in effect on the terms, provisions and documentation 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 A Loan IncreaseLoans and Incremental Term Commitments, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or Class of (B) Incremental Revolving Credit Commitments being increasedLoans and Incremental Revolving Credit Commitments, in each case, as existing on 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 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 either be (x) secured by the Collateral on a pari passu in right of payment and of security or junior lien basis with the Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (y) unsecured, (B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Closing Date Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect subject to Incremental Term A Loansthe 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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (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) 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)(iii) 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 not on a greater than pro rata basis) with respect to the Closing Date Term Loans, except including as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, 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 Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans: (A) shall rank either be (x) secured by the Collateral on a pari passu in right of payment and of security or junior lien basis with the Revolving Credit Loans and the Term LoansFirst Lien Obligations under this Agreement or (y) unsecured, (B) shall not mature or provide for mandatory commitment reductions earlier than the Maturity Date with respect to of the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists exist Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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 U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better than a pro rata basis as compared to any other Class with a later maturity date than such ClassClass 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; 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 and All-In Yield determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.; and (iii) the amortization schedule applicable 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 or Incremental Revolving 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provideddate that is 12 months after the Closing Date, however, that with respect to any Loans made under Incremental Term B Commitments, if the All-In Yield applicable to such Incremental Term B 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 the Closing Date Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to such Closing Date Term Loans shall be increased by the applicable Yield Differential (the “MFN Protection”); provided, that, (A) if any Incremental Term B Loans established on include a Eurocurrency or Base Rate floor that is greater than the Effective Eurocurrency or Base Rate floor applicable to the Closing Date is increased so as to cause 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 such clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate floor applicable to the Closing Date Term B Loans to equal would cause an increase in the interest rate then in effect thereunder, and (B) any increase in the All-In Yield then applicable to on the Incremental Closing Date Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of a 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) any Eurocurrency Rate the Eurodollar or Base Rate floor applicable to such Closing Date Term B Loan.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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, Date 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; provided Agent or any of the Lenders to the extent that in such more restrictive terms are also added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Revolving Credit Commitmentscorresponding existing Facility, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall otherwise be identical (other than with respect reasonably satisfactory to upfront fees, OID or similar fees) 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 DateAdministrative Agent). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu or junior in right of payment and or of security with the Revolving Credit Initial Term Loans (and to the Term Loansextent 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) with respect to Incremental Customary Term A Loans, or (ii) as provided for in clause (e)(iii) below, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date 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 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 any Term Loans outstanding at the Term A Loans on the date time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of without giving effect to prior prepayments that would otherwise modify 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 incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 be substantially consistent with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect those applicable 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 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 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 Lendersdeemed 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 Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments (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 Date 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 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 the such Initial Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to the Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the Initial Term B LoanLoans 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, unless the Borrower otherwise elects in its sole discretion) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors (this proviso, the “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 Credit Commitmentsof any Class, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, (I) consistent with the terms applicable to the extent not identical to the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, (II) not materially more restrictive to the Borrower and its Subsidiaries (as determined by the Borrower in consultation with the Administrative Agent), when taken as whole, than the terms applicable to the Initial Term Loans 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; provided 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) 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 be unsecured or shall rank pari passu or junior in right of payment and of security with the Revolving Credit Term Loans (and to the Term Loansextent 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) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on (without giving effect to any prepayments of the date Initial Term Loans prior to the time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of that would otherwise modify 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 Initial 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 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 and clause (e)(iii) belowabove, 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Incremental 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 B CommitmentsLoans other than any MFN Excluded Debt, if 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 the Initial Term B Loans established on the Effective Date 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 Term Loans over the sum of the All-In Yield applicable to the Initial Term Loans plus fifty (50) basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate Term SOFR or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the “MFN Protection”); provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such include a Term B Loan due to the application of a Eurocurrency Rate SOFR or Base Rate floor on any Incremental that is greater than the Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate SOFR or Base Rate floor applicable to any existing Class of Term Loans, such differential between Term B LoanSOFR or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (ii) but only to the extent an increase in the Term SOFR or Base Rate floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case 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 or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitments shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Revolving Credit 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 Commitment Amounts existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; Agent (provided that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase terms of any Class of Incremental Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitments established pursuant to a Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B terms of the Loans or Class of and Revolving Credit Commitments of the applicable Class being so increased). Additionally, notwithstanding anything to the 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 pari passu in right of payment and of security with the Loans and shall not be secured by assets not constituting Collateral or guaranteed by any person other than the Guarantors; (ii) any such Incremental Revolving Credit Commitments or Incremental Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Commitment Termination Date with respect to of any Loans or Commitments outstanding at the Term 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 Date 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 Term A Loans on the date time of incurrence of such Incremental Term A Loans Revolving Credit Commitments; (iii) the borrowing and repayment (except by virtue for (1) payments of amortization or prepayment of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon 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 maturity 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)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A3) shall rank pari passu repayment made in right connection with a permanent repayment and termination of payment and commitments (subject to this Section 2.14(e))) 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 after the associated Incremental Facility Closing Date shall be made on a pro rata basis with a longer Maturity Date, all Swing Line Loans and 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 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),Exposure; (Ev) shall provide that the permanent repayment termination 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 (Hvi) shall have an Applicable Rate determined by the Parent Borrower and the applicable establishment of Incremental Revolving Credit Lenders. (iii) the amortization schedule applicable to any Commitments and Incremental Term Loans and the All-In Yield applicable shall be subject to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be limitations set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater than last sentence of 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan“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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date 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 (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan 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 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 Term Loans of any Class denominated in the same currency as such Incremental Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to each such Class of Term Loans denominated in such currency shall be increased by the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term B LoanLoans 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 existing Term Loans shall be increased to the extent of such differential between interest rate floors.

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 Credit Loan Commitments, as the case may be, of any Class Class, except as otherwise expressly set forth herein, shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Lenders; provided that: (A) any Incremental Commitments, Term Loans and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans or any Class of 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 Collateral; (2) (x) in the case of any Incremental Term Loans, each 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 Incremental Facility Closing DateCollateral 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, shall be subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent; provided that , including by entry to an Applicable Intercreditor Agreement, and (y) in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of 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 termsCollateral 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, provisions 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 documentation (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 A 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, Term B Loan Increase or Revolving Commitment 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) , and be pursuant to the same documentation (other than the applicable Incremental Amendment and any other documentation evidencing such Term A LoansLoan Increase), Term B Loans or 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 Credit 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 Amendment and any other documentation evidencing such Revolving Commitment Increase), as the applicable Class of then-existing Revolving Loan Commitments being increased, in each case, as existing on at the Incremental Facility Closing Date. In any event:time of consummation of such Revolving Commitment Increase; (i5) (x) in the case of any Incremental Term Loans: , subject to clause (AA)(3) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term 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 Date 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 Loansabove, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (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)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of any then-existing Term Loans hereunderLoans, in each case, as specified in the applicable Incremental Amendment. , and (iiy) in the case of any New Revolving Credit Commitment, may provide for the ability of 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 Lenders thereunder 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 participate 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 less than 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 (but not on a greater than a pro rata basis as compared to basis) in any other Class mandatory prepayments or commitment reductions with a later maturity date than such Class, (F) shall provide that assignments and participations of Incremental any then-existing Revolving Loan Commitment or New 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 ClassesCommitment, in each case, 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 specified in the applicable Incremental Revolving Credit Lenders.Amendment; (iiiB) the amortization schedule interest rate and fees applicable to any Incremental Term Loans shall be as agreed between the Borrower and the applicable Incremental Lenders; provided that, with respect to any Incremental Term 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 Effective Date, if the All-In Yield applicable to the of any such Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, exceeds the All-In Yield applicable on the Initial Term Loans (calculated in the same manner and after giving effect to such Incremental Term B Loans shall not be greater than the applicable All-In Yield payable pursuant any amendment to the terms of interest rate margins under this Agreement as amended through the date of such calculation with respect to the Term B Loans established on after the Effective Date plus but immediately prior to the applicable Incremental Facility Effective Date) by more than 50 basis points per annum unless points, then the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect Applicable Margin applicable to the Initial Term B Loans established on shall be increased to the Effective Date is increased extent necessary so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal that the All-In Yield then applicable to on the Initial Term Loans is 50 basis points less than the All-In Yield on such Incremental Term B Loans minus 50 basis points; provided (it being agreed that any increase in the All-In Yield to such the Initial Term B Loan Loans required due to the application of a Eurocurrency Rate Term Benchmark floor or Alternate Base Rate floor on any Incremental Term B Loan Loans shall be effected solely through an increase in to (or implementation of, as applicable) any Eurocurrency Rate the 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 B LoanLoans, 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, terms and provisions and documentation of the Incremental Term Loans and Incremental Term made pursuant to Additional Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitmentsshall be, as the case may be, of any Class shall be as agreed between the Parent Borrower and set forth in the applicable Incremental Lenders providing such Incremental CommitmentsIncrease Joinder, and except as otherwise set forth hereinprovided, to the extent not identical to the Term A Loanshowever, 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 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) 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 eventthat: (i) the Incremental Term Loans: (A) shall rank pari passu in right maturity date of payment and of security with the Revolving Credit Loans and made pursuant to the Term Loans, (B) (i) with respect to Incremental Term A Loans, Additional Commitments shall not mature be earlier than the Original Loan Maturity Date with respect Date; (ii) the Applicable Margins for the Loans made pursuant to the Term A Loans made on Additional Commitments shall be determined by the Fourth Restatement Effective Date Lead Borrower and the Additional Commitment Lenders; (prior to giving effect to any extensions thereofiii) except as set forth in clauses (i) and (ii) above and clause (iv) below, the Loans pursuant to the Additional Commitments shall have the same terms (including, for the avoidance of doubt, the guarantees and security) as the Loans pursuant to the original Commitments; and (iv) The Additional Commitments may be in the form of a separate “first-in, last-out” or “last-out” tranche (the “FILO Tranche”) with respect to Incremental Term B Loansinterest rate margins, shall rate floors, upfront fees, funding discounts, advance rates (so long as such advance rates, when combined with the aggregate advance rates set forth in the definition of “Borrowing Base”, do not mature earlier than exceed 100%), premiums, unused fees, original issue discounts and eligibility criteria (which eligibility criteria may be different from the Maturity Date eligibility criteria with respect to the Term B Loans made on Borrowing Base applicable to the Effective Date ABL Facility (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 other than the remaining Weighted Average Life FILO Tranche)), in each case reasonably satisfactory to Maturity the Administrative Agent and the Lenders providing the FILO Tranche (it being understood to the extent that any financial maintenance covenant is added for the benefit of any FILO Tranche, no consent shall be required from the Administrative Agent or any Lender to the extent that such financial maintenance covenant is also added for the benefit of the Term A Loans on ABL Facility), and other terms to be agreed upon among the date of incurrence of such Incremental Term A Loans Borrowers and the Lenders providing the FILO Tranche so long as (except by virtue of amortization or prepayment 1) any loans and related obligations in respect of the Term A Loans prior 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 time of such incurrenceCollateral Agent’s Liens; (2) as between (x) the ABL Facility (other than the FILO Tranche) and (iiy) with respect to Incremental Term B Loansthe FILO Tranche, shall have a Weighted Average Life to Maturity not shorter than all proceeds from the remaining Weighted Average Life to Maturity liquidation or other realization 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)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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) Collateral shall be subject applied, first to repay 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 obligations owing under, 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, the ABL Facility (other than the FILO Tranche) and termination ofsecond to repay the obligations owing under, Incremental Revolving Credit Commitments after or with respect to, the associated Incremental 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 Closing Date shall (other than the FILO Tranche) vis-à-vis the FILO Tranche may be made on a pro rata basis with all without the consent of each of the Lenders under the ABL Facility (other Revolving Credit Commitments existing on than the Incremental Facility Closing Date, except that the Parent Borrower shall be permitted to permanently repay FILO Tranche) and terminate commitments of any such Class on a greater than a pro rata basis as compared to no changes affecting any other Class with a later maturity date than such Class, term or condition of the ABL Facility (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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B Loans shall not be greater other than the applicable AllFILO Tranche) or any Lender that is not an Additional Commitment Lender vis-In Yield payable pursuant to à-vis the terms FILO Tranche may be made without the consent of this Agreement as amended through the date of such calculation with respect to Applicable Lenders under the Term B Loans established on ABL Facility (other than the Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B LoanFILO Tranche).

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 Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each 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 not materially more restrictive to the 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 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 that is in effect prior to 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 (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 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 Loan Increase transaction, the interest rate margins and rate floors may be 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 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: (ia) the Incremental Term Loans: (Ai) shall rank pari passu 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 Revolving Credit Loans 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) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (Ciii) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue Loans; provided that the effects of any amortization or prepayment of prepayments made on the Closing Date Term A Loans prior to the time date 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)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)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Parent 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) may participate on a pro rata basis or less shall not at any time be guaranteed by any Subsidiary of the Borrower other than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentSubsidiaries that are Guarantors. (iib) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (Ai) shall rank pari passu 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 Credit Commitments and Incremental Revolving Loans and that rank junior in priority of right of security with the Term LoansFirst 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 Revolving Facility Maturity Date with respect Date, and shall not be subject to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)amortization, (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), (Eiii) 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 Credit Loans with respect to, and termination of, to Incremental Revolving Credit 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 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 Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof, (Fvi) 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, (Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and, (Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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. (iiic) 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 new 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 B CommitmentsCommitments 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 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 the Closing Date Term B Loans established on the Effective Date Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency LIBO Rate or Base Rate floor) with respect to the Closing Date Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 75 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Closing Date Term B Loan Loans due to the application of a Eurocurrency LIBO Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the LIBO Rate or Base Rate floor applicable to such Closing Date Term B LoanLoans.

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 shall be as agreed between among the Parent Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental 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 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) 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) (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 on terms and conditions identical to the Class of Term 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 (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 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 pari passu in right of payment and of security with the Revolving Credit then-existing Term Loans and (2) have no obligors other than the Term Loans, Loan Parties, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B LoansLoan (except that, for the avoidance of doubt, any Term Loan Increase shall not mature earlier than have the same Maturity Date with respect to as the Class of Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofbeing increased), , (C) (i) with respect to Incremental Term A Loans, shall have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the any then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (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)(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)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term A Loans, Initial Term B B-1 Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (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 is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions 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 that then benefits from a financial maintenance covenant and documentation is remaining outstanding after the effectiveness 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) 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 DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term A Loans made on or the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Initial Term B B-1 Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on or the date of incurrence of such Incremental Initial Term A Loans (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 B-1 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), (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)(iii‎(e)‎(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) 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; (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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date, (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m‎2.03(n) and 2.04(g‎2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m‎Section 2.03(n) and Section ‎Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (FE) 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,, and (GF) 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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term B CommitmentsLoans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments 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 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 the such Initial Term B Loans established on the Effective Date 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 the proviso below, with the Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on Loans, the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the First Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to and the application of a Eurocurrency Rate or Base Rate floor on any Second Incremental Term B Loan Loans shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial 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 Administrative Agent (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 is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions 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 that then benefits from a financial maintenance covenant and documentation is remaining outstanding after the effectiveness 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) 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 DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Incremental Term A Loans (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), (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)(iii‎(e)‎(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) 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; (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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date, (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m‎2.03(n) and 2.04(g‎2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m‎Section 2.03(n) and Section ‎Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (FE) 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,, and (GF) 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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term B CommitmentsLoans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments 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 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 the such Initial Term B Loans established on the Effective Date 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 the proviso below, with the Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on Loans, the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the First Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to and the application of a Eurocurrency Rate or Base Rate floor on any Second Incremental Term B Loan Loans shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 Credit Commitments, as the case may be, of any Class shall be as agreed between among the Parent Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental 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 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) 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) 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 pari passu in right of payment and of security with the Revolving Credit Loans Facility and (2) have no obligors other than the Term Loans, Loan Parties, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date of the Revolving Credit Facility at the time of incurrence of such Incremental Term Loan, (C) other than with respect to the Term 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 Loanscustomary amortization payments, shall not mature earlier than the Maturity Date 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 then-remaining Weighted Average Life to Maturity of the Term A Loans on Revolving Credit Facility at the date time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Loan 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)(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)(iii) below, amortization customary mandatory prepayments 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to providing 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B 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 shall be as agreed between the Parent US Borrower and the applicable Incremental Lenders providing such Incremental 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; Agent (provided that in (x) the case terms of any Incremental Term Loans and Incremental Term Commitments established pursuant to a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase shall be identical to the terms of the Term Loans of the applicable Class being so increased and (y) the terms of any Class of Incremental Revolving Credit Commitments, the terms, provisions Loans and documentation of such Term A Loan Increase, Term B Loan Increase or Incremental Revolving Commitments established pursuant to a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the terms of the Revolving Loans and Revolving Commitments of the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans,; (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Loans or Commitments outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date 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 no shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the Term A Loans on the date time of incurrence of such Incremental Term A Loans (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) 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)(iii) below, amortization determined by the Parent US Borrower and the applicable Incremental Term Lenders, ; and (E) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; (ii) the Incremental Revolving Credit 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 Credit Loans and the Term Loans,; (B) any such Incremental Revolving Commitments or Incremental Revolving Loans shall not mature earlier than the Latest Maturity Date with respect to of any Loans or Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),Commitments; (C) [Reserved],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) 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 Revolving Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments existing Percentage 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),Date; and (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 Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better 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) 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 Parent US Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments or Incremental Revolving Commitments, if the All-In Yield applicable to such Incremental Term B 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 the any existing Class of Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to each such existing Class of Term Loans or Revolving Loans, as applicable, shall be increased by the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of or Incremental Revolving Loans, as applicable, include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans or Revolving Loans, as applicable, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii), but only to the extent an increase in the Eurocurrency Rate or Base Rate floor applicable to the existing Class of Term B LoanLoans 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 any Loan Increase shall be as agreed between the Parent Borrower Representative and the applicable Incremental Lenders providing such Incremental 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 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 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 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 pari passu equal in priority in right of payment and of security with the Revolving Credit Initial Loans and the Term 2015-2 Incremental Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (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 Term A Initial Loans or the 2015-2 Incremental Loans on the date of incurrence of such Incremental Term A Loans (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)(iiie)(ii) below, shall have an Applicable Rate and amortization determined by the Parent Borrower Representative and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunderunder Section 2.03(b)(i), 2.03(b)(ii) or 2.03(b)(iii)(A), 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 Borrowers shall be permitted to permanently repay and terminate commitments of any such Class of Loans on a greater than a pro rata basis as compared to any other Class of Loans with a later maturity date 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 in connection with 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 LendersRefinancing thereof with Other Loans. (iiiii) 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 Representative and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Initial Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Initial 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 Initial 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; 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 Term B 2015-2 Incremental Loans established on the Effective Date plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate Eurodollar or Base Rate floor) with respect to the Term B 2015-2 Incremental Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B the 2015-2 Incremental 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 to such Term B Loan on the 2015-2 Incremental Loans due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Term B LoanLoans.

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 shall be as agreed between the Parent Borrower Company and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 (but not on a greater than pro rata basis) with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a greater better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower Company and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B 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 Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the any then outstanding Term A Loans, Term B Loans or any Class of Revolving Credit CommitmentsFacility, as applicable, each 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 not materially more restrictive to the 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 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 that is in effect prior to the 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 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 Loan Increase transaction, the interest rate margins and rate floors may be 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 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: (ia) the Incremental Term Loans: (Ai) (x) shall rank pari passu 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 Revolving Credit Loans First Lien Obligations under this Agreement (subject to an Intercreditor Agreement(s) reasonably acceptable to the Administrative Agent and the Term LoansBorrower) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (Ciii) (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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 Loans; provided that the effects of any amortization or prepayment of prepayments made on the Term B 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)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Parent 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) may participate on a pro rata basis or less shall not at any time be guaranteed by any Subsidiary of the Borrower other than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentSubsidiaries that are Guarantors. (iib) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (Ai) (x) shall rank pari passu 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 Revolving Credit Loans and the Term LoansFirst Lien Obligations 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 Revolving Facility Maturity Date with respect Date, and shall not be subject to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)amortization, (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), (Eiii) 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 Credit Loans with respect to, and termination of, to Incremental Revolving Credit 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 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 Parent Borrower shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Loans on a greater than a pro rata basis as compared to any other Class of Revolving Loans with a later maturity date Maturity Date than such ClassClass or in connection with any refinancing thereof, (Fvi) 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, (Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and, (Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit 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. (iiic) 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 new 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 B CommitmentsCommitments with a maturity date within one year following the Latest Maturity Date that is incurred on or prior to the six month 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), 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 the Term B Loans established on the Effective Date Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate SOFR or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 75 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Term B Loan Loans due to the application of a Eurocurrency Rate SOFR or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate the SOFR or Base Rate floor applicable to such Term B LoanLoans.

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 Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Amendment and Restatement Date 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 not materially more restrictive to the Administrative AgentBorrower (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, notwithstanding anything to the contrary contained herein, if any such terms of any Incremental Loans and Incremental 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; 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 feesfees (subject to the MFN Provision), it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be 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 Loan Increase) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments 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 pari passu 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 Revolving Credit Loans First 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 Term LoansBorrower) as applicable pursuant to clause (4)(c) above, (Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (Ciii) (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 Amendment and Restatement Date Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue Loans; provided that the effects of any amortization or prepayment of prepayments made on the Amendment and Restatement Date Term A Loans prior to the time date 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)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)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Parent Borrower and the applicable Incremental Term Lenders, and, (Ev) may participate on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 Revolving Credit Commitments and Incremental Revolving Loans: (A) shall Loans or Other Loans that are in the form of term loans that rank pari passu in right of payment 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 Revolving Credit Loans Amendment and the Restatement Date 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 applicable, minus 0.75% (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“MFN Provision”). (iiic) 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 Borrower, the Administrative Agent and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

Required Terms. The terms, provisions and documentation of the any 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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 A Loansrights and duties of, Term B Loans or any Class of Revolving Credit Commitmentsfees or other amounts payable to, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative such Agent); provided that in to the case extent any more restrictive financial maintenance covenant is added for the benefit of a Term A Loan Increasesuch Incremental Commitments, a Term B Loan Increase or a Revolving Commitment Increase such financial maintenance covenant shall be added for the benefit of any Class of the Revolving Credit Commitments, Facility that then benefits from such financial maintenance covenant and is remaining outstanding (except to the terms, provisions and documentation extent such financial maintenance covenant is applicable only to periods after the Latest Maturity Date 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) 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 DateFacility). In any event: (i) the Incremental Term LoansLoans and Incremental DDTLs: (A) subject to the Permitted Earlier Maturity Indebtedness Exception, shall rank pari passu in right not mature earlier than the Latest Maturity Date of payment and of security with the Revolving Credit Loans and the Initial Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect subject to the Term 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 Permitted Earlier Maturity Date 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 LoansIndebtedness Exception, 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 (in the date case of incurrence Incremental DDTLs, only upon the funding of such Incremental Term A Loans (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 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)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) 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 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 LoansCredit 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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature, require scheduled amortization or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) shall not mature earlier than the Maturity Date 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 Facilities established Commitments on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date, (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (FE) 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,, and (GF) 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 Incremental DDTLs and the All-In Yield applicable to the Incremental Term Loans Loans, Incremental DDTLs or Incremental Revolving Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders providing such Incremental Term 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 B Commitments, if the All-In Yield applicable to such any Incremental Term B 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 the such applicable Initial Term B Loans established on the Effective Date 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 Term Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as applicable Yield Differential; provided further that the incurrence of Incremental Term Loans in an aggregate outstanding principal amount equal to cause or less than the then applicable All-In Yield under this Agreement on such Term B Loans to equal greater of (x) $68,000,000 and (y) 100% of the All-In Yield then applicable LTM Consolidated EBITDA shall not be subject to the Incremental Term B Loans minus 50 basis points; provided that any increase provisions in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in immediately preceding proviso (or implementation ofthe two provisos above, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial 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 Administrative Agent (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 is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions 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 that then benefits from a financial maintenance covenant and documentation is remaining outstanding after the effectiveness 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) 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 DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Incremental Term A Loans (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), (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)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) 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; (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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date, (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ED) 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 (but not on a greater than 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 better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (FE) 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,, and (GF) 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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under (other than in respect of up to $415,000,000 (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Term B CommitmentsLoans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term Commitments 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 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 the such Initial Term B Loans established on the Effective Date 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 the proviso below, with the 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 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 to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanthe “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 shall be as agreed between the Parent Borrower Company and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to shall not mature earlier than the Latest Maturity Date of any Term 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 Loansfacilities (as determined by the Borrower in good faith), in each case, shall only be required to not mature earlier than the Maturity Date with respect to of the Term 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 Loansthen applicable Revolving Credit Commitments, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)if any, (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 Term A Loans on the date of incurrence of such Loans; provided that Incremental Term A Loans (except by virtue 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 amortization or prepayment of the Term A Loans prior to the time of such incurrencethis clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges or (iiy) with respect to Incremental Term B Loansconstituting term loan A facilities (as determined by the Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be 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)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)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, 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 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 have any extensions thereof),amortization; (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 for the permanent repayment of ability to permanently repay Revolving Credit Loans with respect to, and termination ofterminate, Incremental Revolving Credit Commitments after 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 existing on the Incremental Facility Closing Date, except that the Parent Borrower Company shall be permitted to permanently repay and terminate commitments of any such Class on a greater better 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 (HD) shall have an Applicable Rate determined by not mature earlier than the Parent Borrower and Latest Maturity Date of any Revolving Credit Commitments outstanding at the applicable time of incurrence of such Incremental Revolving Credit Lenders.Commitments; (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 Company and the applicable 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 B CommitmentsLoans 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 Date (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 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 the Initial Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to the Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Initial Term B LoanLoans 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 the 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 Facility 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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial 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 Administrative Agent (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 is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions 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 that then benefits from a financial maintenance covenant and documentation is remaining outstanding after the effectiveness 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) 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 DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Initial Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (CB) (i) with respect subject to Incremental Term A Loansthe 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 A Loans on the date of incurrence of such Incremental Term A Loans (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), (DC) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.clauses

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect subject to Incremental Term A Loansthe 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 Series B-2 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term B 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 the Series B-2 Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to the Series B-2 Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate 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) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Series B-2 Term B LoanLoans 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 Series B-2 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 Credit Commitments, as the case may be, of any Class shall be as agreed between among the Parent Borrower Borrower, the Administrative Agent and the applicable Incremental Lenders providing such Incremental 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 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) 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) 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 pari passu in right of payment and of security with the Revolving Credit Loans Facility and (2) have no obligors other than the Term Loans, Loan Parties, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the latest Maturity Date with respect to at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B LoansLoan, shall not mature earlier than the Maturity Date 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 Loansother than customary amortization and customary mandatory prepayments, shall have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of the Term A Loans prior to the time of such incurrence) Revolving Facility 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)(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)(iii) below, amortization customary mandatory prepayments 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to providing 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Loan 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 and/or Existing Revolving Credit CommitmentsFacility, as applicablein each case, each existing on the relevant Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent (it being understood that covenants and 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 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 more restrictive covenants and other provisions are added for the benefit of all then-existing Lenders, in each case, shall be as agreed between the Borrower and the applicable Incremental Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term A Loan Increase, a Term B Loan Increase or and/or a Revolving Credit Commitment Increase of any Class of Revolving Credit CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase and/or Revolving Credit Commitment Increase, Term B Loan Increase or Revolving Commitment Increase as applicable, shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees, to the 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 Class to which it is added) to the applicable Term A Loans, Term B Loans or Class of Facility Loan and/or the Existing Revolving Credit Commitments being increasedFacility, 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 (I) pari passu in right of payment and (II) pari passu in right of security with the Revolving Credit Loans and the Term Loans,; (B) (i) as of the Incremental Facility Closing Date, other than with respect to Incremental Term A Customary Bridge Loans, shall not mature have a Maturity Date earlier than the Latest Maturity Date with respect to any Loans (or, in the Term 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 case of Refinancing Loans, shall not mature earlier than the Maturity Date with respect to of the Term B Class of Loans made on being refinanced thereby) as of the Effective Date (prior to giving effect to any extensions thereof),Incremental Facility Closing Date; (C) subject to clause (ie)(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 A Loans, Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) (or, in the case of Refinancing Term A Loans, the Weighted Average Life to Maturity of the Class of Loans being refinanced thereby) on the date of incurrence of such Incremental Term A Loans (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 andRate, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) with Loans of other Classes in any mandatory repayments or mandatory prepayments of Term principal of the Loans hereunder, as specified in the applicable Incremental Amendment.; (G) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor; and (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 new Incremental 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 B CommitmentsCommitments 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 B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the such Class of Term B Loans established on the Effective Date then outstanding is increased so as to cause the then applicable All-In Effective Yield under this Agreement on such Class of Term B Loans to equal the All-In Effective Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided provided, further, that any increase in All-In to the extent the Effective Yield to such Term B Loan differential is due to the application or imposition of a Eurocurrency Rate or Base Rate interest rate floor on in respect of any Incremental Term B 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) any Eurocurrency Rate or Base Rate an interest rate floor applicable to such Class of Term B LoanLoans (this clause (e)(ii), the “MFN Provision”).

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 Loan Increase shall be as agreed between the Parent Borrower Representative and the applicable Incremental Lenders providing such Incremental 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 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, however, that if (x) the documentation governing any Incremental Loans that includes a Previously Absent Financial Maintenance Covenant consists of an Incremental Revolving Credit Commitment (whether or not the documentation therefor includes any other facilities) and (y) such Previously Absent Financial Maintenance Covenant is a “springing” financial maintenance covenant solely for the benefit of a Facility in respect of Revolving Credit Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder); 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 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 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 pari passu equal in priority in right of payment and of security with the Initial Term Loans and the Revolving Credit Loans and under the Term LoansInitial Revolving Credit Facility, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (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 (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)(iii) below, shall have an Applicable Rate and amortization determined by the Parent Borrower Representative and the applicable Incremental Term Lenders, and (E) may participate on a pro rata basis or less than pro rata basis (but but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunderunder Section 2.05(b)(i), 2.05(b)(ii) or 2.05(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 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 or in connection with any Refinancing thereof with Other Term Loans. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) shall rank pari passu equal in priority in right of payment and of security with the Revolving Credit Loans under the Initial Revolving Credit Facility and the Initial Term Loans, (B) shall not mature earlier than the Original Revolving Credit Facility Maturity Date with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (and shall not have any amortization payments prior to giving effect to any extensions thereof)maturity, (C) [Reserved]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 outstanding Revolving Credit Loans), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments, (3) repayments made in connection with any Refinancing Amendment establishing Other Revolving Credit Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (E) below)) of Revolving Credit 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 outstanding Revolving Credit Commitments existing on the Incremental Facility Closing Date, (D) shall be subject to the provisions of Sections Section 2.03(m) and Section 2.04(g) to the extent dealing in connection with Swing Line Loans and Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date when there exists at any time Incremental Revolving Credit Commitments with a longer later Maturity DateDate are outstanding, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders each Lender with Commitments a Revolving Credit Commitment in accordance with their its 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 Letters of Credit and 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, such Class of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall 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 Credit Commitments existing on the such Incremental Facility Closing Date, except that the Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments Commitments in respect of any such Class of Revolving Credit Loans on a greater than a pro rata basis as compared to any other Class of Revolving Credit Loans with a later maturity date Maturity Date than such ClassClass or in connection with any Refinancing thereof with Other Revolving Credit Commitments, (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) three different Maturity Dates unless otherwise agreed to by the Administrative Agent; , and (H) shall have an Applicable Rate determined by the Parent Borrower Representative and the applicable Incremental Revolving Credit Lenders, subject to clause (e)(iii) below. (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 Representative and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term B 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 Term Loans or the Term B Revolving Credit Loans established on under the Effective Date Initial Revolving Credit Facility, as applicable, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate Eurodollar or Base Rate floor) with respect to the Initial Term B Loans established on or the Effective Date Revolving Credit Loans under the Initial Revolving Credit Facility, as applicable, is increased so as to cause the then applicable All-In Yield under this Agreement on such the Initial Term B Loans or the Revolving Credit Loans under the Initial Revolving Credit Facility, as applicable, to equal the All-In Yield then applicable to the Incremental Term B Loans or Incremental Revolving Loans, as applicable, minus 50 basis points; provided that any increase in All-In Yield to such on the Initial Term B Loan Loans or the Revolving Credit Loans under the Initial Revolving Credit Facility due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan or Incremental Revolving Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Term B LoanLoans.

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable extent that such financial maintenance covenant (x) is also added for the benefit of the Initial Term A Loans, Term B Loans or Class (y) is only applicable after the Maturity Date of Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateInitial Term Loans). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, shall not be secured by any asset other than the Collateral and shall not be guaranteed by any Person other than the Guarantors, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date 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 then-existing Term A Loans on the date of incurrence of such Incremental Term A Loans (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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, shall not be secured by any asset other than the Collateral and shall not be guaranteed by any Person other than the Guarantors, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature earlier than the Latest Maturity Date with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]the borrowing and repayment (except for (1) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (2) 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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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) in the case of a Revolving Commitment Increase, the Maturity Date of such Revolving Commitment Increase shall provide that be the same as the Maturity Date of the Revolving Credit Facility, such Revolving Commitment Increase shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date of the Revolving Credit Facility at the time of incurrence of such Revolving Commitment Increase, and such Revolving Commitment Increase shall be effected as an increase in commitments under the Revolving Credit Facility and on the exact same terms and pursuant to the exact same documentation applicable to the Revolving Credit Facility (it being understood that, if required to consummate a Revolving Commitment Increase, the pricing, interest rate margins, rate floors and undrawn fees on the existing Revolving Credit Facility may be increased, but additional upfront or similar fees may be payable to the Incremental Lenders providing the Revolving Commitment Increase without any requirement to pay such amounts to the existing Revolving Credit Lenders), and (H) 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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to any 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 the Initial 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such each outstanding Class of Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided further that any increase in All-In Yield to such any existing Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan or Incremental Revolving Credit Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such existing Term B LoanLoan or Revolving Credit Facility, as applicable.

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsClass, and of the Other Term Loans, except as otherwise set forth herein, to shall be as agreed between the extent not identical to Borrower and the applicable Incremental Lenders or lenders providing such Incremental Commitments or Other 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 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 following conditions shall be identical (other than with respect to upfront fees, OID or similar fees) 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 eventsatisfied: (i) the Incremental Term Loans and Other Term Loans: (A) (1) with respect to Incremental Term Loans and Other Term Loans that are intended to be secured on a pari passu basis with the Term Loans hereunder, shall rank pari passu in right of payment and of security with the Revolving Credit Term Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loanshereunder, shall not mature earlier at any time be guaranteed by any Restricted Subsidiaries other than the Maturity Date with respect Restricted Subsidiaries that are Guarantors and, to the Term 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 Loansextent secured, shall not mature earlier than be secured by a Lien on any property or asset of the Maturity Date with respect Borrower or any Guarantor that does not secure the Obligations (except as permitted by intercreditor arrangements reasonably acceptable 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and (EAdministrative Agent) and may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. Amendment or other definitive documentation therefor; and (ii2) with respect to Other Term Loans, shall not at any time be guaranteed by any Restricted Subsidiaries other than the Incremental Revolving Credit Commitments and Incremental Revolving Loans: Restricted Subsidiaries that are Guarantors and, to the extent secured, shall not be secured by a Lien on any property or asset of the Borrower or any Guarantor that does not secure the Obligations (A) shall rank pari passu in right of payment and of security with except as permitted by intercreditor arrangements reasonably acceptable to the Revolving Credit Loans Borrower and the Administrative Agent) and shall not be entitled to participate in any voluntary or mandatory prepayments of Term Loans,Loans hereunder; (B) shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),time of incurrence of such Incremental Term Loans; (C) [Reserved], shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans (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)each case, without giving effect to changes thereto on voluntary prepayments reducing scheduled amortization or AHYDO Payments); (D) the Incremental Term Loans shall, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, have an earlier Maturity Date with respect to Swing Line Loans interest rate and Letters of Credit theretofore incurred or issued),amortization determined by the Borrower and the applicable Incremental Term Lenders; (E) shall provide that the permanent repayment amortization and interest rates of Revolving Credit Other Term Loans with respect to, (subject to clauses (e)(i)(B) and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date (e)(i)(C) above) shall be made on a pro rata basis with all other Revolving Credit Commitments existing on determined by the Incremental Facility Closing Date, except that Borrower and the Parent Borrower shall be permitted to permanently repay and terminate commitments of any lenders providing such Class on a greater than a pro rata basis as compared to any other Class with a later maturity date than such Class,Other Term Loans; (F) except as otherwise set forth above, all other terms applicable to any Incremental Term Loans and Other Term Loans, if not consistent the Initial Term Loans, shall provide that assignments and participations not be materially more restrictive, taken as a whole, to the Loan Parties than the terms of Incremental Revolving Credit Commitments and Incremental Revolving the Initial Term Loans shall be governed (as reasonably determined by the same assignment Borrower) or reasonably acceptable to the Administrative Agent (except, in each case, (a) the applicable terms only apply after the Maturity Date of the Initial Term Loans, or (b) such terms are conformed (or added) in this Agreement for the benefit of the Initial Term Loans pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent, or (c) such terms and participation provisions applicable to Revolving Credit Commitments conditions reflect market terms and Revolving Credit Loans existing on conditions at the Incremental Facility Closing Date,time of such incurrence or issuance as determined by Borrower in good faith); and (G) shall provide that share ratably in (or, if junior in right of payment or as to security, on a junior basis with respect to) any Incremental Revolving Credit Commitments may constitute a separate Class or Classesmandatory prepayments pursuant to Section 2.12 of the then existing Term Loans, 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 Lenders or Additional Lenders elect otherwise to less favorable treatment for such Incremental Revolving Credit LendersTerm Loans or Other Term Loans. (ii) [Reserved]. (iii) subject to Section 2.23(e)(i)(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 Parent Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental AmendmentAmendment and in the definitive documentation governing such Indebtedness; provided, however, that that, the All-In Yield applicable to Incremental Term Loans shall not be greater than the All-In Yield then applicable to the Initial Term Loans plus 50 basis points per annum, unless the interest rate with respect to any the Initial Term Loans made under Incremental is increased so as to cause the All-In Yield then applicable to the Initial Term B Commitments, Loans to equal 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 the Term B Loans established on the Effective Date plus minus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanannum.

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 Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Closing Date Term A Loans, Term B Loans or any Class of Closing Date Revolving Credit CommitmentsFacility, as applicable, each 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 not materially more restrictive to the 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 with respect to (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 (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary herein, if any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to 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 or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative AgentAgent (it being understood that, at Borrower’s election, to the extent any term or provision is added for the benefit of (x) 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 are provided) for the benefit of the Lenders of the Closing Date Term Loans or (y) the Lenders under Incremental Revolving Commitments, 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 are provided) for the benefit of the Lenders of the Closing Date Revolving Facility); provided 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 Loan Increase transaction, the interest rate margins and rate floors may be 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 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 DateDate (provided that if such Incremental Term Loans are to be “fungible” with the Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable, 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 USD Term Loans or Closing Date Euro Term Loans, as applicable). In any event: (ia) the Incremental Term Loans: (Ai) (x) shall rank pari passu 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 Revolving Credit Loans and First Lien Obligations under this Agreement (subject to the Term Loansapplicable Intercreditor Agreement) or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (Bii) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (Ciii) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (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), (Div) shall have an Applicable Rate and, subject to clauses clause (e)(i)(B) and (e)(i)(C5)(a)(iii) above and clause (e)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Parent 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 Dollars, Euros or, subject to the consent of 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 (Evii) may participate on a pro rata basis or less shall not at any time be guaranteed by any Subsidiary of the Borrower other than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental AmendmentSubsidiaries that are Guarantors. (iib) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (Ai) (x) shall rank pari passu 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 Revolving Credit Loans and the Term LoansFirst Lien Obligations 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 Revolving Facility Maturity Date with respect Date, and shall not be subject to the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)amortization, (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), (Eiii) 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 Credit Loans with respect to, and termination of, to Incremental Revolving Credit 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 DateDate (and except as provided in Section 2.03(13), except 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 Parent Borrower shall permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be permitted to permanently repay and terminate commitments of any such Class made on a pro rata basis or less than a pro rata basis or greater than a pro rata basis as compared to any basis, in each case, with all other Class with a later maturity date than Revolving Commitments existing on such ClassIncremental Facility Closing Date, (Fvi) 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, (Gvii) 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 four (94) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and, (Hviii) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders, (ix) shall be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders and (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (iiic) 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 new Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that (i) with respect to any Loans made under syndicated Dollar-denominated Class of Incremental Term B CommitmentsLoans 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 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 the Closing Date USD Term B Loans established on the Effective Date Loans, plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Eurodollar Rate or Base Rate floor) with respect to the Closing Date USD Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such the Closing Date USD Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans Loans, minus 50 basis pointspoints per annum; provided that any increase in All-In Yield to such on the Closing Date USD Term B Loan Loans due to the application of a Eurocurrency Eurodollar Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency the Eurodollar Rate or Base Rate floor applicable to such Closing Date USD Term B LoanLoans and (ii) with respect to any syndicated Euro-denominated Class of Incremental Term Loans 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 Closing Date Closing Date Euro Term Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the EURIBOR Rate floor) with respect to the Closing Date Closing Date Euro Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Closing Date Euro Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum; provided that any increase in All-In Yield on the Closing Date Euro Term Loans due to the application of a EURIBOR Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the EURIBOR Rate floor applicable to such Closing Date Euro Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or or, the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, or the Incremental Performance Letters of Credit and Incremental Performance L/C Participation Commitments as the case may be, of any Class shall be as agreed between the Parent applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initialany then existing Term A LoansLoans or, Term B Loans or any Class of the Revolving Credit Commitments or the Performance L/C Participation Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Administrative Agent; provided Latest Maturity Date that is in effect on 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 effective date of such Incremental Amendment) (it being understood that to the (1) mandatory prepayment and other customary provisions for a term loan facility may be included in any Incremental Amendment for Incremental Term A Loan Increase, Loans and Incremental Term B Loan Increase or Revolving Commitment Increase shall be identical Commitments and (other than with respect to upfront fees, OID or similar fees2) to the applicable extent any financial maintenance covenant is added for the benefit of (A) Incremental Term A LoansLoans and Incremental Term Commitments, Term B 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 or (B) Incremental Revolving Credit Loans or Class of and Incremental Revolving Credit Commitments being increasedor (C) Incremental Performance Letters of Credit and Incremental Performance L/C Participation Commitments, in each case, as existing on 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 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 pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect of the Initialany then-existing Term Loans or the Revolving Credit Commitments; provided that Incremental Term Loans (1) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder 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 shall not be subject to the foregoing requirement or (2) constituting Term A Loans made on or other customary term loan A facilities (as determined by the Fourth Restatement Effective Date (prior Lead Borrower in good faith) shall only be required to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to of the Initial Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)A Loans, (CB) (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(other than customary amortization in an amount not to exceed 1.00% per annum) of the any then-existing Term Loans or Revolving Credit Commitments; provided that Incremental Term Loans (1) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder 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 shall not be subject to the foregoing requirement or (2) constituting Term A Loans on or other customary term loan A facilities (as determined by the date of incurrence of such Incremental Term A Loans (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 LoansLead Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Initial 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)A Loans,, (DC) shall have an Applicable Rate and, subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment.; provided that (i) 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; and (ii) “excess cash flow” and asset sale mandatory prepayments may be included for the benefit of any Class of Term Loans; (E) (x) shall have no borrower or guarantor in respect of such Incremental Term Loans that is not a Borrower or a Guarantor hereunder and (y) shall not be secured by any assets that do not constitute Collateral; and (F) all Incremental Term Loans shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with any other Term Loans and the Revolving Credit Loans or may be unsecured; and (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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date, (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ED) 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 (but not on a greater than pro rata basis) with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (FE) 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, (GF) 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 G) any such Incremental Revolving Credit Commitments and any original or Incremental Revolving Credit CommitmentsLoans (x) which shall have more than nine no borrower or guarantor that is not a Borrower or a Guarantor hereunder and (9y) different Maturity Dates unless otherwise agreed to shall not be secured by the Administrative Agentany assets that do not constitute Collateral; and (H) shall have an Applicable Rate determined by the Parent Borrower and the applicable all Incremental Revolving Credit Lenders.Commitments shall rank pari passu or junior in right of payment and right of security in respect of the Collateral (if any) with the Term Loans (if any) and the Revolving Credit Loans or may be unsecured; (iii) the amortization schedule applicable Incremental Performance L/C Participation Commitments shall be an increase to the Performance L/C Participation Commitments and shall have terms identical to the Performance L/C Participation Commitments other than for any upfront or other similar fees payable to any Incremental Term Loans and the All-In Yield applicable to the Performance L/C Lender for providing its Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.Performance L/C Participation Commitment;

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Refinancing Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Loans (or constituting a part of) any Class of Revolving Credit Commitments, as applicable, Loans each existing on the Incremental Refinancing Facility Closing Effective Date, shall be consistent with clauses (i) through (viii) below and otherwise (x) substantially identical to such Class being refinanced or (y) (taken as a whole) no more favorable to the 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 Loan Documents, for the benefit of the Lenders holding Loans (other than Refinancing Loans), pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent (provided that, at the Borrower’s option, such provision shall automatically be deemed to have been restored (or eliminated, as applicable) to the extent the applicable Refinancing Loans are 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 satisfactory determined in good faith by the Borrower);provided that a certificate of a Responsible Officer delivered to the Administrative Agent; provided that in the case Agent at least five Business Days prior to incurrence of a Term A Loan Increase, a Term B Loan Increase such Refinancing Loans or a Revolving Commitment Increase of any Class of Revolving Credit Refinancing Commitments, together with a reasonably detailed description of the terms, provisions material terms and documentation conditions of such Term A Loan Increaseresulting Debt or drafts of the documentation relating thereto, Term B Loan Increase or Revolving Commitment Increase stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirement, shall be identical conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five Business Day period that it disagrees with such determination (other than with respect to upfront fees, OID or similar fees) to including a reasonable description of the applicable Term A basis upon which it disagrees). The Refinancing 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) as of the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A LoansRefinancing Facility Effective Date, shall not mature have a final scheduled maturity date earlier than the Maturity Date with respect to of the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and Refinanced Debt; (ii) with respect to Incremental Term B Loansas of the Refinancing Facility Effective Date, shall not mature earlier than the Maturity Date 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 an Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term A Loans on the date of incurrence of such Incremental Term A Loans (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),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)(Ce)(ii) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower and the applicable Incremental Term Refinancing Lenders, and; (Eiv) may participate on shall have fees determined by the Borrower and the Refinancing Lenders; (v) if guaranteed, shall not be subject to any Guarantee by any Person other than a pro rata basis Loan Party and the primary obligor in respect thereof shall be the Borrower or less than pro rata basis a Guarantor; (but vi) shall not on have a greater principal amount than pro rata basisthe principal amount of the Refinanced Debt plus accrued interest, except as expressly provided hereinfees, premiums (if any) in any mandatory prepayments of Term Loans hereunderand penalties thereon and reasonable fees, as specified in expenses, original issue discount and upfront fees associated with the applicable Incremental Amendment.refinancing; (iivii) if secured, shall be secured solely by the Incremental Revolving Credit Commitments Mortgaged Property and Incremental Revolving Loans: (A) shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans,; and (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], (Dviii) shall be subject to a customary intercreditor agreement, the provisions terms 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 reasonably acceptable 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 Required Lenders and the applicable Incremental Revolving Credit LendersBorrower. (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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B 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 shall be as agreed between the Parent Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be materially more restrictive to the Borrowers (as determined by the Administrative Borrower in good faith), when taken as a whole, than the terms of the Term B Loans and the 2021 Incremental Term Loans, except for 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 (y) be reasonably satisfactory to the Administrative AgentAgent (it being understood that (I) 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 need not be reasonably satisfactory to the Administrative Agent and (II) to the extent that any Previously Absent Financial Maintenance Covenant or other covenant is added for the benefit of any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such Previously Absent Financial Maintenance Covenant or other covenant is also added for the benefit of the existing Term Loans); provided that in the case of a request to effect 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 necessary to consummate such Term Loan Increase which is intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, increased as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) (i) shall rank pari passu in right of payment with, or junior in right of payment to, the Obligations under the then existing Term Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable, (B) as of security with the Revolving Credit Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans and the 2021 Incremental Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Term 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 Date 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 as of the Term A Loans on the date of incurrence of such Incremental Term A Loans (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 LoansFacility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans on and the date of incurrence of such 2021 Incremental Term B Loans (except by virtue of amortization or prepayment of the Term B Loans prior to any extension thereto) except as may be required to achieve fungibility with any existing term loan facility to the time of such incurrence)extent intended to be fungible, (D) subject to clause (e)(iii) below, shall have an Applicable Rate andand Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent Borrower Borrowers and the applicable Incremental Term Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for a Term Loan Increase shall be higher than the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then 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, if any, determined by the Borrowers and the applicable Incremental Term Loan arranger(s), and (EF) may participate on a pro rata basis or less than or greater than pro rata basis in any voluntary prepayments of other Classes of Term Loans; and may participate on a pro rata basis or less than pro rata basis in any mandatory prepayments of Term Loans hereunder (but not on a greater than pro rata basis, basis (except as expressly provided hereinfor AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendmentand Section 2.05(b)(vi)(A)(y))). (ii) except with respect to maturity, pricing and fees which shall be determined by the Borrowers, the terms of any Incremental Revolving Credit Commitments shall be reasonably satisfactory to the Administrative Agent and Parent Borrower); provided that, notwithstanding anything in this Section 2.14 to the contrary, the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) (i) shall rank pari passu in right of payment and with, or junior in right of security with payment to, the Revolving Credit Obligations under the then existing Term Loans and will either be secured solely by the Term Loans, same Collateral securing the Obligations or shall be unsecured and (Bii) shall not mature earlier than the Maturity Date with respect to the Revolving Credit Facilities established on the Fourth Restatement Effective Date extent (prior to giving effect to x) secured by any extensions thereof), (C) [Reserved], (D) Applicable Lien, shall be subject to the provisions of Sections 2.03(mSecond Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement and the First Lien Intercreditor Agreement and (y) and 2.04(g) secured by Liens on the Collateral (other than Applicable Liens), shall be subject 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 DateSecond Lien Intercreditor Agreement and, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments if applicable, the ABL Intercreditor Agreement or, in accordance with their percentage of each case, to intercreditor arrangements reasonably satisfactory to the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date (and except Administrative Agent, 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),applicable; (EB) shall provide that the permanent repayment may include provisions for letter of Revolving Credit Loans with respect to, credit and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall swing line subfacilities and may be made on a pro rata basis with all other Revolving Credit Commitments existing on available in any Available Currency; and (C) as of the Incremental Facility Closing Date, except that the Parent Borrower shall be permitted to permanently repay and terminate commitments of any such Class on not have a greater than a pro rata basis as compared to any other Class with a later final scheduled maturity date than such Class, (F) shall provide earlier than, or scheduled commitment reductions prior to, the date 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 is one year 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 then earliest Maturity Date for 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 LendersTerm Loans. (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 Borrowers and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In Yield applicable to such Incremental Term Loans that rank pari passu in right of payment and security with the Term B Loans and the 2021 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 Term B Loans established on and the Effective Date 2021 Incremental Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on and the Effective Date 2021 Incremental Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on such the Term B Loans and the 2021 Incremental Term Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis pointspoints (the “MFN Adjustment”); provided that any increase in All-In Yield to such any Term B Loan and the 2021 Incremental Term Loans due to the application or imposition of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely effected, at the Borrowers’ option, (x) through an increase in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan, (y) through an increase in the Applicable Rate for such Term B Loan and the 2021 Incremental Term Loans or (z) any combination of (x) and (y) above.

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, Date 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 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 Commitment, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such more restrictive terms are also added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Revolving Credit Commitmentscorresponding existing Facility, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall (iii) otherwise be identical (other than with respect reasonably satisfactory to upfront fees, OID or similar fees) 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 DateAdministrative Agent. In any event: (i) the Incremental Term Loans: (A) shall rank pari passu or junior in right of payment and or of security with the initial Revolving Credit Loans (and related Commitments) and 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) (i) with respect to Incremental Term A Loansother than Permitted Earlier Maturity Indebtedness, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date 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 Loansother than Permitted Earlier Maturity Indebtedness, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the Term A Loans on the date time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of without giving effect to prior prepayments that would otherwise modify 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 incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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, 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m) and 2.04(g2.03(n) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(g2.03(n), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments (other than with respect to Incremental Loans up to an amount not to exceed the sum of (x) $150,000,000 and (y) so long as such amount is incurred to finance a Permitted Acquisition or other acquisition not prohibited by this Agreement, an additional $150,000,000), in each case, that are secured on a pari passu basis with the Initial Term Loans and established on or prior to the date that is 18 months after the Closing Date, if 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 the such Initial Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to the Initial Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the Initial Term B LoanLoans 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, unless the Borrower otherwise elects in its sole discretion) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors (this Section 2.14(e)(iii), the “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 Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to substantially similar with the Term A Loans, Term B terms of the Initial Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Agent (except for covenants and terms that apply solely to any period after the Administrative Agent; provided Latest Maturity Date that is in effect on the case effective date of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any Class of Revolving Credit Incremental Loans or any Incremental Commitments, no consent shall be required from the terms, provisions and documentation 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 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) 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 DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall be unsecured or shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans (and to the extent subordinated in right of payment or security, shall be subject to an Additional Intercreditor Agreement and the Term LoansABL Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Agent), (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to of the Term 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 Initial Loans, shall not mature earlier than the Maturity Date 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 Term A Loans on the date of incurrence of such Incremental Term A Initial Loans (except by virtue of amortization or prepayment without giving effect to any prepayments of the Term A Initial Loans prior to the time of incurrence of such incurrence) and (ii) with respect to Incremental Term B Loans, shall have a Weighted Average Life to Maturity not shorter than Loans that would otherwise modify 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 incurrenceInitial Loans), (D) shall have an Applicable Rate andMargin, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) belowabove, amortization determined by the Parent Borrower 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 and any Incremental Facility shall share not on a greater than pro rata basisratably in any voluntary or mandatory prepayment of the Loans; provided, except as expressly provided herein) 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 junior in lien priority thereto, 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 hereunder, as specified in the applicable Incremental AmendmentLoans. (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 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 new Incremental 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 B Commitmentson or prior to the date that is twelve (12) months after the Closing Date, if 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 the Term B Initial Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Initial Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B “MFN Protection”); provided, further, that, if any Incremental 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 to such Term B Loan due to the application of include a Eurocurrency LIBOR Rate or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency that is greater than the LIBOR Rate or Base Rate floor applicable to any existing Class of Loans, such Term B Loandifferential between LIBOR Rate or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause ‎(ii) but only to the extent an increase in the LIBOR Rate or Base Rate floor applicable to the existing Loans would cause an increase in the interest rate then in effect thereunder, and in such case the LIBOR Rate and Base Rate floors (but not the Applicable Margin) applicable to the existing Loans shall be increased to the extent of such differential between LIBOR 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 or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial 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 Administrative Agent (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 is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant is also added for the case benefit of a Term A Loan Increase, a Term B Loan Increase each Facility remaining outstanding after the effectiveness of such Incremental Amendment or a (B) Incremental Revolving Commitment Increase of any Class of Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions 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 that then benefits from a financial maintenance covenant and documentation is remaining outstanding after the effectiveness 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) 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 DateAmendment). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans or the Revolving Credit Commitments; provided that Incremental Term Loans (1) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder 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 shall not be subject to the foregoing requirement or (2) constituting Term A Loans made on or other customary term loan A facilities (as determined by the Fourth Restatement Effective Date (prior Lead Borrower in good faith) shall only be required to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to of the Initial Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)A Loans, (CB) (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 Loans or Revolving Credit Commitments; provided that Incremental Term Loans (1) incurred for purposes of consummating a Permitted Acquisition or other Investment not prohibited hereunder 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 shall not be subject to the foregoing requirement or (2) constituting Term A Loans on or other customary term loan A facilities (as determined by the date of incurrence of such Incremental Term A Loans (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 LoansLead Borrower in good faith), in each case, shall have a only require that the remaining Weighted Average Life to Maturity not be shorter than the remaining Weighted Average Life to Maturity of the Initial 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)A Loans, (DC) shall have an Applicable Rate and, subject to clauses (e)(i)(Be)(i)(A) and (e)(i)(Ce)(i)(B) above and clause (e)(iii) below, shall have an Applicable Rate and amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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; and (E) (x) shall have no borrower or guarantor in respect of such Incremental Term Loans that is not a Borrower or a Guarantor hereunder and (y) shall not be secured by any assets that do not constitute Collateral; (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) shall rank pari passu in right of payment and of security with the any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans and shall not mature or provide for mandatory commitment reductions earlier than the Term LoansLatest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) shall not mature earlier than the Maturity Date 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 the Incremental Revolving Credit Facilities established 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 Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)Incremental Facility Closing Date, (C) [Reserved], (D) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (ED) 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 (but not on a greater than pro rata basis) with all other Revolving Credit Commitments existing on the Incremental Facility Closing Date, except that the Parent Borrower Borrowers shall be permitted to permanently repay and terminate commitments of any such Class on a greater better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (FE) 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, (GF) 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 G) any such Incremental Revolving Credit Commitments and any original or Incremental Revolving Credit Commitments) which have more than nine Loans (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and (Hx) shall have an Applicable Rate determined no borrower or guarantor that is not a Borrower or a Guarantor hereunder and (y) shall not be secured by the Parent Borrower and the applicable Incremental Revolving Credit Lenders.any assets that do not constitute Collateral; 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 Parent Borrower Borrowers and the applicable new Lenders providing such Incremental Term 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 B Commitments, if the All-In Yield applicable to such any floating-rate Incremental Term B Loans (other than Incremental Term Loans that 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 the Initial Term B Loans established on by more than 50 basis points per annum (the Effective Date 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 B Loans plus 50 basis points per annum unless annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the applicable Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points“MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Terms Loans consisting of customary bridge facilities, Term A Loans or any increase other customary term loan A facilities (as determined by the Lead Borrower in All-In Yield to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loangood faith).

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect subject to Incremental Term A Loansthe 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 InitialSeries B-2 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the ClosingAmendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term B 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 the Series B-2 Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to each Class ofthe Series B-2 Term Loans or the Term B Loans established on Revolving Credit Loans, as applicable, shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class ofthe 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) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Series B-2 Term B LoanLoans 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 existingSeries B-2 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect subject to Incremental 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 Series B-3 Term A Loans, or following the Maturity Date of 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 the Series B-4 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable 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 B CommitmentsLoan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term B 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 the Series B-2 Term B Loans established on the Effective Date 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 Eurocurrency Rate Benchmark or Base Rate floor) with respect to the Series B-2 Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a Eurocurrency Rate Benchmark or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate 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 B LoanLoans 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 to the 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 payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Series B-3 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-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 shall be increased by the applicable Series B-3 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-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 and provisions of any Incremental Revolving Loans and Incremental Revolving Commitments shall have terms identical (other than with respect to upfront fees, OID or similar fees) to the then-outstanding Class, if any, of revolving Loans and revolving Commitments (which, on the Closing Date, shall be the Revolving Loans and the Revolving Commitments). Except as set forth in clauses (a) through (c) below, 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 Increase comprising Incremental Term Commitments shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent such terms (other than pricing, amortization, mandatory prepayments, final maturity date and other economic terms) are not identical to the Closing Date Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, terms (other than pricing, amortization, mandatory prepayments, final maturity date and other economic terms) of such Incremental Term Loans shall either, at the option of the Borrower, (i) 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 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 (ii) if clause (i) is not satisfied, be reasonably satisfactory to the Administrative AgentAgent (provided that, at the Borrower’s election, to the extent any term or provision 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 of the Closing Date Term Loans; provided that in the case of a an Increase comprising Incremental Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase of any Class of Revolving Credit CommitmentsLoans, 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) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments 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, 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). In any event: (ia) the Incremental Term Loans: (AI) shall either rank pari passu equal in priority of right of payment and of security with the Revolving Credit Closing Date Term Loans or junior in priority of right of payment to the Closing Date Term Loans under this Agreement (as determined by the Borrower) and to the extent secured, shall rank equal or junior in Lien priority with the Closing Date Term Loans,Loans under this Agreement; (BII) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Original Term Loan Maturity Date with respect to the Term 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 Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Date, (CIII) (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 Closing Date Term A Loans on the date of incurrence of such Incremental Term A Loans (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)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)(iii5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Parent Borrower and the applicable Incremental Term LendersLenders (provided, andthat 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), (EV) may participate on a pro rata basis or less than a pro rata basis (but not on a greater than a pro rata basis, except as expressly provided herein) in any mandatory prepayments prepayment of Term Loans hereunderunder Section 2.05(2)(a), (b) or (d) (but in the case of clause (d), only to the extent such Incremental Term Loans are established under this Agreement), in each case, 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], (DVI) shall be denominated in Dollars or, 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 consent of the U.S. Revolving Credit Commitments existing on the Incremental Facility Closing Date Administrative Agent (and except as provided in Section 2.03(m) and Section 2.04(gnot to be unreasonably withheld, conditioned or delayed), 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 another currency 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 Term Lenders., (iiiVII) shall not at any time be guaranteed by any Person other than the Loan Parties, and (VIII) the amortization schedule applicable to obligations in respect thereof shall not be secured by any property or assets other than the Collateral; (b) any Incremental Term Loans that are unsecured shall be evidenced by a note in a form reasonably satisfactory to the Required Lenders and the All-In Yield Borrower; and (c) the Applicable Rate and fees applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Parent Borrower and the applicable new 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 B CommitmentsLoans that are secured by the Collateral and rank equal in Lien priority with the Obligations under this Agreement, the All-In Effective Yield applicable to such Incremental Term B 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 the Closing Date 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 Eurocurrency Applicable Rate or Base Rate floor) with respect to the Closing Date Term B Loans established on the Effective Date is increased so as to cause the Effective Yield then applicable All-In Yield under this Agreement on such with respect to the Closing Date Term B Loans to equal the All-In Effective Yield then applicable to the such Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to points per annum (the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan“MFN Provision”).

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Term A Loans, Term B Initial Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and other provisions applicable only to the periods after the Latest Maturity Date) (it being understood that to the extent any financial maintenance covenant is added for the benefit of any facility established pursuant to any Incremental Commitments, no consent shall be required from the Administrative Agent; provided that in Agent or any of 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) Lenders to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on extent that such financial maintenance covenant is also added (pursuant to the Incremental Facility Closing DateAmendment relating to such Incremental Commitments) for the benefit of each then-outstanding Facility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with subject to the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A LoansPermitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Maturity Date with respect to of the Term 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 Initial Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (CB) (i) with respect subject to Incremental Term A Loansthe 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 then-outstanding Initial 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), (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)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Loans made (other than in respect of up to the greater of (x) $515,000,000 and (y) 100% of Consolidated EBITDA (the “MFN Trigger Amount”) in an aggregate principal amount of Incremental Loans as designated in writing by the Borrower to the Administrative Agent) under any Incremental Term B CommitmentsCommitments (a) secured by the Collateral on a pari passu basis with the Initial Loans and (b) established on or prior to the date that is twelve (12) months after the Closing Date (the “MFN Sunset”), if 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 the Term B such applicable Initial Loans established on the Effective Date 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 Loans over the sum of the All-In Yield applicable to the applicable Initial Loans plus 100 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in the proviso below, with the Eurocurrency Rate or Base Rate floor, as applicable) with respect to the Term B applicable Initial Loans established on shall be increased by the Effective Date is increased so applicable Yield Differential (this proviso, the “MFN Protection”); provided further that notwithstanding the foregoing, the MFN Protection shall not apply to Incremental Loans consisting of customary bridge facilities or customary term loan A facilities (as determined by the Borrower in good faith); and (ii) [Reserved]; (iii) Subject to cause Sections 2.14(e)(i)(A) and (B), the then amortization schedule applicable All-In Yield under this Agreement on such Term B to any Incremental Loans to equal and the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of a Eurocurrency Rate or Base Rate floor on any Incremental Term B Loan each Class shall be effected solely through an increase determined by the Borrower and the applicable Incremental Lenders and shall be set forth in (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor each applicable to such Term B LoanIncremental Amendment.

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Parent Borrower and the applicable Incremental 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 A LoansLoans existing on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower), Term B Loans or any Class of Revolving Credit Commitmentsshall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, 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 extent any Previously Absent Financial Maintenance Covenant is added for the benefit of any Incremental Loan or Incremental Commitment, no consent shall be required from the Administrative Agent or any existing Lender to the extent such Previously Absent Financial Maintenance Covenant is (A) also added for the benefit of the Term Loans or Revolving Commitments, as 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 A Loan Increase, a Term B Loan Increase or a Incremental Revolving Commitment Increase of any Class of Revolving Credit CommitmentsCommitment, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Incremental Revolving Commitment Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, OID original issue discount or similar fees) 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 each Incremental Term LoansLoan or Incremental Term Commitment: (A) shall will rank pari passu in right of payment and in right of security with the Revolving Credit other Loans and the Term Loans,or Commitments, as applicable, of such Class; (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect to the Initial Tranche B Term 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 Date 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 each Class of Term A Loans on the date of incurrence of such Incremental Term A Loans or Incremental Term Commitment (except by virtue of amortization or prepayment of the Initial Tranche B 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 fees and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iiie)(ii) below, amortization as determined by the Parent 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 not on a greater than pro rata basisbasis unless such Term Loans were made pursuant to an escrow or other similar arrangement), except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the All-In In-Yield applicable to any such Incremental Term B 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 B Loans established on the Effective Date plus 50 basis points per annum annum, unless the interest rate Applicable Margin (together with, as provided in the proviso below, the Eurocurrency Rate Adjusted LIBOR or Base Rate floor) with respect to the such Initial Tranche B Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In In-Yield under this Agreement on such Initial Tranche B Term B Loans to equal the All-In In-Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that any increase in All-In In-Yield to such the Initial Tranche B Term B Loan Loans due to the application of a Eurocurrency Rate an Adjusted LIBOR floor or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate 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 Incremental Term B LoanLoan 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 Loan Increase shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not identical to the Initial Term A Loans, Term B Loans Facility or any Class of Initial Revolving Credit CommitmentsFacility, as applicable, each 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 extent any covenant or term is (I) added for the benefit of 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 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 CommitmentsIncrease, the terms, provisions and documentation of such Term A Loan Increase, Term B 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 Loan Increase transaction, the interest rate margins and rate floors may be 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 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 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 rank pari passu in right not be guaranteed by any Person other than any Loan Party unless such guarantee is provided for the benefit of payment and of security with the Revolving Credit Loans and the Term Loans,Lenders; (B) (i) shall rank equal in right of payment and in priority of right of security with respect to Incremental the Initial Term A Loans, ; (C) shall not mature earlier than the Term Maturity Date with respect for the Initial Term Loans (other than in a principal amount not to the Term 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 exceed the Maturity Date with respect to Limitation Excluded Amount); provided that the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), requirements set forth in this clause (C) (i) with respect shall not apply to any Incremental Term A LoansLoans 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); (D) 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 Loans; provided that the date of incurrence of such Incremental Term A Loans (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), 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)(iiiiii) belowbelow and Section 2.20(e)(iii), shall have amortization and an Applicable Rate determined by the Parent Borrower and the applicable Incremental Term Lenders, and; (EF) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of the Initial Term Loans 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 Credit Commitments Loans and Incremental Revolving LoansCommitments: (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 pari passu equal in right of payment and in priority of right of security with the Initial Revolving Credit Loans and the Term Loans, (BC) shall not mature earlier than the Revolving Maturity Date with respect to for the Initial Revolving Credit Facilities established on the Fourth Restatement Effective Date Loans (prior to 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 extensions thereof), 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)) [Reserved],and shall not be subject to amortization; (D) shall be subject to provide that the provisions borrowing and repayment (except for (1) payments of Sections 2.03(minterest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) and 2.04(g) to repayments required upon the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date when there exists Incremental of any Revolving Credit Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a longer Maturity Date, all Swing Line permanent repayment and termination of Commitments) of Revolving 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 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 DateDate (and except as provided in Section 2.04, except that the Parent Borrower shall be permitted without giving effect to permanently repay and terminate commitments changes thereto on an earlier Maturity Date with respect to Letters 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,Credit theretofore incurred or issued); (F) shall provide that assignments the permanent repayment of Revolving Loans with respect to, and participations of termination of, Incremental Revolving Credit Commitments and 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 Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the such 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 four (94) different Maturity Dates unless otherwise agreed to by the Revolving Administrative Agent; and (H) shall have an Applicable Rate determined by the Parent 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 or Incremental Revolving Loans of each Class shall will be determined by the Parent Borrower and the applicable new Lenders and shall be set forth lenders providing such Incremental Term 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 B CommitmentsLoans that satisfy each of the MFN Conditions is greater than the Effective Yield for the Term B-1 Loans (including, for the avoidance of doubt, the All-In Incremental Term B-1 Loans) by more than 0.50%, the Applicable Rate for the Term B-1 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 Loans (including, for the avoidance of doubt, the Incremental Term B-1 Loans) is equal to the Effective Yield for such Incremental Term B 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 the Term B Loans established on the Effective Date plus 50 basis points per annum unless the interest rate clause (together with, as provided in the proviso belowiii), the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan“MFN Adjustment”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Loans, Incremental Revolving Credit CommitmentsLoans, as the case may be, and Incremental Commitments of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical more favorable to the Incremental Lenders holding Incremental Term A Loans, Loans than the terms of the Initial Term B Loans or any Class of Revolving Credit Commitments, as applicable, each and the Term Conversion Date Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Administrative Agent; provided Latest Maturity Date that is 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) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing effect on the Incremental Facility Closing DateDate and with such modifications as may be necessary to accommodate the specific facts and circumstances of the applicable Permitted Expansion) (it being understood that to the extent any covenant is added for the benefit of any Incremental Term Loans, any Incremental Revolving Credit Loans, or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such covenant is also added for the benefit of the Term Loans remaining outstanding after the effectiveness of such Incremental Amendment) (it being understood that no Incremental Facility may require payments that are inconsistent with Section 2.16(i)). In any event: : (i) the Incremental Term Loans: : (A) shall be unsecured or shall rank pari passu or junior in right of payment and of security (including with respect to the Permitted Expansion) with the Revolving Credit Initial Term Loans and the Term Loans, Conversion Date Term Loans (B) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect and to the Term 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 Date 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) shall rank pari passu 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 and the Collateral Agent); provided that, in the case of any Incremental Term Loans that rank junior in right of security with the Revolving Credit Initial Term Loans and the Term Conversion Date Term Loans, (B) , the Incremental Lenders providing such Incremental Term Loans 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 benefit from 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, Debt Service Reserve Account as the case may be, of Commitments from Lenders who provided 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 Initial Term Loans and the AllTerm Conversion Date Term Loans, 35 KE 73718588.20 US-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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.DOCS\142539518.2141222994.8

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Term A Loans, Term B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing DateDate shall have covenants and events of default that in the good faith determination of the Borrower are either (x) not more restrictive in any material respect (when taken as a whole) to the Borrower and its Restricted Subsidiaries than the covenants and events of default of the Loan Documents (when taken as a whole), unless (I) the Lenders of the Term Loans or Revolving Credit Lenders, as applicable, receive the benefit of such more restrictive terms or (II) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to the Administrative Agent; provided Required Lenders (it being understood that in to the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase extent any financial maintenance covenant is added for the benefit of any Class of Revolving Credit Commitmentssuch Incremental Commitment, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID or similar fees) required from the Required Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the any Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term LoansLoans (subject to intercreditor arrangements substantially the same as the First Lien Intercreditor Agreement or otherwise reasonably satisfactory to the Administrative Agent), (B) (i) with respect to Incremental Term A Loans, shall may not mature earlier be secured by any assets other than the Maturity Date with respect to the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to Collateral and may not be guaranteed by any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall Person who is not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)a Loan Party, (C) (i) except with respect to the Inside Maturity Exception, the Incremental Term A Loans shall not (x) mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans, shall or (y) 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 (except by virtue of without giving effect to prior prepayments or amortization or prepayment of payments that would otherwise modify 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 Initial 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 incurrenceLoans), (D) 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)(i)(F) and (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment., and (iiF) 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 Term 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 may participate 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)basis, 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 less than 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 or greater than a pro rata basis as compared to in any other Class with a later maturity date than such Class, (F) shall provide that assignments and participations voluntary prepayments of Incremental Revolving Credit Commitments and Incremental Revolving Term 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 Classeshereunder, 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 specified in the applicable Incremental Revolving Credit LendersAmendment. (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 new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on 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 to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental 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 Administrative Agent (it being understood that to the Administrative Agent; provided that in extent any financial maintenance covenant is added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase no consent shall be identical (other than with respect to upfront fees, OID required from the Administrative Agent or similar fees) any of the Lenders to the applicable Term A Loans, Term B Loans or Class extent that such financial maintenance covenant is also added for the benefit of Revolving Credit Commitments being increased, in each case, as any corresponding existing on the Incremental Facility Closing DateFacility). In any event: (i) the Incremental Term Loans: (A) shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect subject to Incremental Term A Loansthe Permitted Earlier Maturity Indebtedness Exception, shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof), (C) (i) with respect subject to Incremental Term A Loansthe 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 Series B-2 Term A Loans on the date of incurrence of such Incremental Term A Loans (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 andRate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Parent 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 not on a greater than pro rata basis, except as expressly provided herein) in any voluntary or mandatory prepayments of Term Loans 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 with respect to the of any Revolving Credit Facilities established on Loans outstanding at the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof)time of incurrence of such Incremental Revolving Credit Commitments, (C) [Reserved]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) shall be subject to the provisions of Sections 2.03(m2.03(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 maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(m2.03(n) and Section 2.04(g), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments or Incremental Revolving Credit Commitments made on or prior to the date that is 12 months after the Amendment No. 1 Effective Date, if the All-In Yield applicable to such Incremental Term B 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 the Series B-2 Term B Loans established on the Effective Date 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 Eurocurrency Rate EurocurrencyBenchmark or Base Rate floor) with respect to the Series B-2 Term B Loans established on shall be increased by the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a Eurocurrency Rate EurocurrencyBenchmark or Base Rate floor on any Incremental Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate that is greater than the EurocurrencyBenchmark 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) but only to the extent an increase in the EurocurrencyBenchmark or Base Rate Floor applicable to the existing Series B-2 Term B LoanLoans would cause an increase in the interest rate then in effect thereunder, and in such case the EurocurrencyBenchmark and Base Rate floors (but not the Applicable Rate) applicable to the Series B-2 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 Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Term A Loans, Term B Loans or any Class of 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; provided Agent or any of the Lenders to the extent that in such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment Increase benefit of any Class of Revolving Credit Commitmentscorresponding existing Facility, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase (ii) shall otherwise be identical (other than with respect reasonably satisfactory to upfront fees, OID or similar fees) 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 DateAdministrative Agent. In any event: (i) the Incremental Term Loans: (A) shall rank pari passu or junior in right of payment or of security with the initial Revolving Credit Loans (and related Commitments) and the initial Term 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 Latest Maturity Date of any Term Loans 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 (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Initial Term Loans), (D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(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 not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans 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) (i) with respect to any such Incremental Term A Loans, 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 with respect to of any Revolving Credit Loans outstanding at the Term A Loans made on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to time of incurrence of such Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Effective Date (prior to giving effect to any extensions thereof)Revolving Credit Commitments, (C) the borrowing and repayment (iexcept for (1) with respect to payments of interest and fees at different rates on Incremental Term A LoansRevolving Credit Commitments (and related outstandings), shall have a Weighted Average Life to Maturity not shorter than (2) repayments required upon the remaining Weighted Average Life to Maturity of the Term A Loans on the maturity date of incurrence of such Incremental Term A Loans (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)(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 not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A3) shall rank pari passu repayment made in right connection with a permanent repayment and termination of payment and commitments (subject to clause (E) below)) of security with the Revolving Credit Loans and the Term Loans, (B) shall not mature earlier than the Maturity Date with respect to the Incremental Revolving Credit Facilities established Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof), (C) [Reserved]Incremental Facility Closing Date, (D) shall be subject to the provisions of Sections 2.03(m) and 2.04(g2.03(n) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a Maturity Date maturity date when there exists Incremental Revolving Credit Commitments with a longer Maturity Datematurity 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(g2.03(n), without giving effect to changes thereto on an earlier Maturity Date 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 better 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 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,, and (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 Credit Loans of each Class shall be determined by the Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B CommitmentsLoan Commitments (other 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) that are secured on a pari passu basis, if 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 the Term B Loans established on the Effective Date 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 Eurocurrency Rate or Base Rate floor) with respect to each Class of Term Loans, as applicable, shall be increased by the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Differential; provided, further that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of include a 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) any that is greater than the Eurocurrency Rate or Base Rate floor applicable to any existing Class of Term Loans, such differential between interest rate floors shall be included in the calculation of All-In Yield for purposes of this clause (iii) but only to the extent an increase in the Eurocurrency or Base Rate Floor applicable to the existing Term B LoanLoans 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 existing 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 Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsClass, and of the Other Term Loans, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders or lenders providing such Incremental Commitments or Other Term Loans, as applicable; provided that (x) to the extent the terms of such Incremental Commitments or Other Term Loans are not identical consistent with the Facilities (except to the extent permitted by this ‎Section 2.14), the covenants, events of default and guarantees of such Incremental Commitments or Other Term A Loans shall be not materially more favorable, taken as a whole (as reasonably determined by the Borrower in good faith), to such Incremental Lenders than the covenants, events of default and guarantees of the Initial Term Loans unless the existing Term Lenders receive the benefit of such favorable terms or such covenants, events of default and guarantees the terms are only applicable after the Latest Maturity Date); and (y) in no event will any Incremental Term Loans or Other Term Loans that are secured on a pari passu basis be permitted to be mandatorily prepaid prior to the repayment in full of the Initial Term Loans, unless accompanied by at least a ratable payment of the Initial Term B Loans (and, for the avoidance of doubt, any Incremental Amendment may provide that the applicable Incremental Lenders or any Class of Revolving Credit Commitmentslenders providing such Incremental Commitments or such Other Term Loans, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent; provided that in the case of receive 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 less than with respect to upfront fees, OID or similar fees) 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 Dateratable payment). In any event: (i) the Incremental Term Loans, Other Term Loans and Other Notes: (A) (1) with respect to Incremental Term Loans and Other Notes that are intended to be secured on a pari passu basis with the Term Loans hereunder, shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not mature earlier at any time be guaranteed by any Restricted Subsidiaries other than the Maturity Date with respect Restricted Subsidiaries that are Guarantors and, to the Term 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 Loansextent secured, shall not mature earlier than be secured by a Lien on any property or asset of the Maturity Date with respect Borrower or any Guarantor that does not secure the Facilities (except as permitted by intercreditor arrangements reasonably acceptable 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 Term A Loans on the date of incurrence of such Incremental Term A Loans (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)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and (EAdministrative Agent) and may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. Amendment or other definitive documentation therefor; and (ii2) 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 respect to Other Term Loans and Other Notes that are unsecured or secured on a junior lien basis, shall not at any time be guaranteed by any Restricted Subsidiaries other than the Restricted Subsidiaries that are Guarantors and, to the extent secured, shall not be secured by a Lien on any property or asset of the Borrower or any Guarantor that does not secure the Facilities (except as permitted by intercreditor arrangements reasonably acceptable to the Borrower and the Administrative Agent) and shall not be entitled to participate in any voluntary or mandatory prepayments of Term Loans,Loans hereunder; (B) shall not mature earlier than the Latest Maturity Date with respect to of any Term Loans outstanding at the Revolving Credit Facilities established on the Fourth Restatement Effective Date (prior to giving effect to any extensions thereof),time of incurrence of such Incremental Term Loans; and (C) [Reserved],shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans; (Dii) all terms (other than pricing, fees, maturity and other immaterial terms, which shall be subject to determined by the provisions of Sections 2.03(m) Borrower 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, providing such 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 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, substantially identical (G) shall provide that any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as except in 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 Incremental Revolving Loans effected by a Revolving Commitment Increase, which shall be identical) to the Revolving Credit Commitments) which have more than nine (9) different Maturity Dates unless otherwise agreed to by Commitments and the Administrative AgentRevolving Credit Loans; and (H) shall have an Applicable Rate determined by the Parent Borrower and the applicable Incremental Revolving Credit Lenders. (iii) subject to ‎Section 2.14(e)(i)(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 (except for Incremental Term Loans of any Class secured on a pari passu basis with the Initial Term Loans that mature less than two years after Latest Maturity Date, for which the All-In-Yield shall be identical to the Initial Term Loans (unless the interest rate with respect to the Initial Term Loans is increased so as to cause the All-In Yield then applicable to the Initial Term Loans to equal the All-In Yield applicable to such Incremental Term Loans)), and to each series of Other Term Loans and Other Notes, shall be determined by the Parent Borrower and the applicable new Incremental Lenders and shall be set forth in each applicable Incremental AmendmentAmendment and in the definitive documentation governing such Indebtedness; provided, however, that that, with respect to any Incremental Term Loans secured on a pari passu basis with the Initial Term Loans made under Incremental Term B CommitmentsCommitments within 24 months of the Signing Date, 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 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 Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the Initial Term Loans plus 50 basis points per annum, unless the interest rate with respect to the Initial Term Loans is increased so as to cause the All-In Yield then applicable to the Initial Term Loans to equal the All-In Yield applicable to such Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such Term B Loan due to the application of a 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) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loanpoints per annum.

Required Terms. (i) The terms, provisions 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 shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial 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 Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the case effective date of a such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) any Incremental Term A Loan IncreaseLoans or any Incremental Term Commitments, a Term B Loan Increase no consent shall be required from the Administrative Agent or a 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 or (B) any Incremental Revolving Commitment Increase of Credit Loans or any Class of Incremental Revolving Credit Commitments, no consent shall be required from the terms, provisions Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Incremental Revolving Credit Commitment that then benefits from a financial maintenance covenant and documentation is remaining outstanding after the effectiveness of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical Incremental Amendment). (other than with respect to upfront fees, OID or similar feesii) 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) event the Incremental Term Loans: (A) shall be unsecured or shall rank pari passu or junior in right of payment and of security with the Revolving Credit Term Loans (and to the Term Loansextent 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) (i) with respect to Incremental Term A Loans, shall not mature earlier than the Maturity Date with respect of the Initial Term Loans (except for bridge loans, escrow arrangements and other similar arrangements the terms of which provide for an automatic extension of the maturity date thereof, subject to the Term A Loans made on the Fourth Restatement Effective Date (prior customary conditions, to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall a date that is not mature earlier than the Latest Maturity Date with respect to of the Initial Term B Loans made on the Effective Date (prior to giving effect to any extensions thereofsuch arrangements, “Extendable Bridge Loans”)), (C) (i) with respect to Incremental Term A except in the case of Extendable Bridge 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 (without giving effect to any prepayments of the date Initial Term Loans prior to the time of incurrence of such Incremental Term A Loans (except by virtue of amortization or prepayment of that would otherwise modify 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 Initial 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 incurrenceLoans), (D) shall have an Applicable Rate andRate, and subject to clauses (e)(i)(BSections 2.13(e)(ii)(B) and (e)(i)(C2.13(e)(ii)(C) above and clause (e)(iiiSection 2.13(e)(iv) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders, and, (E) the Incremental Term Loans may participate not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral securing the Obligations, (F) mandatory prepayments of the Incremental Term Loans shall be on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis, except as expressly provided herein) in that the Borrower shall be permitted to prepay any mandatory prepayments Class of Term Loans hereunderon a better than pro rata basis as compared to any other Class of Term Loans with a later maturity date than such Class, (G) any Incremental Term Facility that is unsecured or secured, in whole or in part, by liens that are junior to the Initial Term Loans on the assets of Holdings, the Borrower and its Restricted Subsidiaries may only be incurred as specified in Incremental Equivalent Debt; (H) any Term Loan Increase shall be on the same terms as the Term Loan to which such Term Loan Increase relates (other than any provisions with respect to the applicable upfront fees and customary arranger fees and subject to the Incremental Amendment.Amendment which evidences any such Term Loan Increase); and (iiiii) Notwithstanding anything to the contrary in this Section 2.13 or otherwise, with respect to any Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans: (A) (1) any Incremental Revolving Commitment Increase shall be on the same terms as the Incremental Revolving Credit Commitments to which such Incremental Revolving Commitment Increase relates (other than any provisions with respect to the applicable upfront fees and customary arranger fees and subject to the Incremental Amendment which evidences any such Incremental Revolving Commitment Increase), and (2) any Incremental Revolving Credit Commitments shall be documented under this Agreement as amended by the Incremental Amendment which evidences any such Incremental Revolving Credit Commitments; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall rank pari passu in right of payment and of security with the Obligations; (C) the Incremental Revolving Credit Loans and may not be incurred (or guaranteed) by a non-Loan Party or secured by assets that do not constitute Collateral securing the Term Loans,Obligations; (BD) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not (1) mature earlier than the Maturity Date with respect to maturity date of the Revolving Credit Facilities established on the Fourth Restatement Effective Date Facility and (2) require any scheduled amortization or mandatory commitment reduction prior to giving effect to any extensions thereof), (C) [Reserved], (D) shall be subject to the provisions maturity date 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),Facility; (E) shall provide that the permanent repayment extensions 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 credit under any Incremental Revolving Credit Commitments may constitute will be subject to the following conditions: (1) unless waived by the Incremental Lenders providing such Incremental Revolving Credit Commitment, receipt by the Administrative Agent of a separate Class request for credit extension; and (2) no Default or Classes, as the case may be, Event of Commitments Default shall exist and be continuing or would immediately result from such proposed extension of credit or from the Classes constituting application of the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Dateproceeds therefrom; provided at no time shall there be Revolving Credit Commitments under a Revolving Credit Facility hereunder (including that if the proceeds of such Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than nine are being used to finance a Limited Condition Acquisition, the requirement of this clause (9) different Maturity Dates unless otherwise agreed to by the Administrative Agent; and (H2) shall be limited to no Payment or Bankruptcy Default shall have an Applicable Rate determined by the Parent Borrower occurred and the applicable Incremental Revolving Credit Lendersbe continuing or would exist after giving effect to such extension of credit. (iiiiv) 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 Parent Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made issued or incurred on or prior to the date that is twelve (12) months following the Closing Date under any Incremental Term B CommitmentsCommitments that are secured on a pari passu basis with the Initial Term Loans, if 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 the Initial Term B Loans established on by more than 50 basis points per annum (the Effective Date 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 Eurocurrency Rate Term Benchmark or Base Rate floor) with respect to the Initial Term B Loans established on shall be increased by the Effective Date is increased so as to cause applicable Yield Differential (this proviso, the then applicable All-In Yield under this Agreement on such Term B Loans to equal the All-In Yield then applicable to the “MFN Protection”); provided, further, that, if any Incremental Term B Loans minus 50 basis points; provided that any increase in All-In Yield to such include a Term B Loan due to the application of a Eurocurrency Rate Benchmark or Base Rate floor on any Incremental that is greater than the Term B Loan shall be effected solely through an increase in (or implementation of, as applicable) any Eurocurrency Rate Benchmark or Base Rate floor applicable to any existing Class of Term Loans, such differential between Term B LoanBenchmark or Base Rate floors, as applicable, shall be included in the calculation of All-In Yield for purposes of this clause (iv) but only to the extent an increase in the Term Benchmark or Base Rate floor applicable to the existing Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Term Benchmark 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 Benchmark or Base Rate floors as the case may be.