Common use of Required Terms Clause in Contracts

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)(A)-(G) below, as applicable, applicable and (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) otherwise reasonably satisfactory to the Administrative Agent Refinancing Arranger (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event: , (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses (e)(i)(A) and clause (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), andRefinancing Arrangers, (E1) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basisbasis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder.and (2) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (iiF) shall not have a greater principal amount than the All-In Yield applicable principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) shall rank pari passu in right of payment and security (but without regard to the Incremental Term Loans control of each Class remedies) with the other Obligations under this Agreement, shall not at any time be determined guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and the applicable Incremental Lenders and shall be set forth obligations in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans thereof shall not be greater secured by any property or assets of the Borrower or any Restricted Subsidiary other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis pointsCollateral; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

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

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term A Loans, shall be consistent with clauses (i) and (ii) belowTerm B Loans or any Class of Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall (x) reflect market terms and otherwise conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Parent Borrower in good faith) or (y) be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)otherwise market prevailing terms at such time; provided that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment IncreaseIncrease of any Class of Revolving Credit Commitments, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) 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 Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) as shall rank pari passu in right of payment and of security with the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than Revolving Credit Loans and the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheLoans, (B) as of (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 Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Amendment DateTerm B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Third Restatement 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), (CD) shall have an Applicable MarginRate and, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) aboveabove and clause (e)(iii) below, amortization determined by the applicable Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) 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, (F) made to the Swiss Subsidiary Borrower shall not exceed an aggregate Dollar Equivalent of $400,000,000, and (G) except to the extent provided in the immediately preceding clause (F), may not be borrowed by any Loan Party or any Restricted Subsidiary thereof other than the Parent Borrower and/or the U.S. Borrower. (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 in effect on the 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 applicable 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, (H) shall have an Applicable Rate determined by the applicable Borrower and the applicable Incremental Revolving Credit Lenders, and (I) may be borrowed by the Parent Borrower or the U.S. Borrower. (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 applicable Borrower and the applicable Incremental 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 any then-outstanding the Term B Loans established on the Third Restatement Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Term B Loans established on the Third Restatement Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided, further, provided that any increase in All-In Yield to any such Term B Loan due to the application or imposition of a LIBOR 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 LIBOR Eurocurrency Rate or Base Rate floor applicable to such then-outstanding Term LoansB 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 and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term A Loans, shall be consistent with clauses (i) and (ii) belowTerm B Loans or any Class of Revolving Credit Commitments, as applicable, and otherwise each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Agent; provided that in the case of a Term A Loan Increase, a Term B Loan Increase or a Revolving Commitment IncreaseIncrease of any Class of Revolving Credit Commitments, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) 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 Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) as shall rank pari passu in right of payment and of security with the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than Revolving Credit Loans and the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheLoans, (B) as of (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 Amendment DateTerm 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), (CD) shall have an Applicable MarginRate and, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) aboveabove and clause (e)(iii) below, amortization determined by the Parent Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) 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 Incremental 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 any then-outstanding 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 LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Term B Loans established on the Effective Date is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided, further, provided that any increase in All-In Yield to any such Term B Loan due to the application or imposition of a LIBOR 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 LIBOR Eurocurrency Rate or Base Rate floor applicable to such then-outstanding Term LoansB Loan.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between among the 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 Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan 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: (A) as 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 Amendment DateTerm Loan shall (A)(1) rank pari passu in right of payment and of security with the Revolving Credit Facility and (2) have no obligors other than the Loan Parties, shall (B) not have a final scheduled maturity date mature earlier than the Term Loan latest Maturity Date of the Initial Revolving Credit Facility at the time of incurrence of such Incremental Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Loan, (BC) as of the Incremental Amendment Dateother than customary amortization, shall have a Weighted Average Life to Maturity not shorter than the then-remaining Weighted Average Life to Maturity of the Initial Term Loans, Revolving Credit Facility and (CD) shall have an Applicable Margin, and subject to clauses (e)(i)(AB) and (e)(i)(BC) of the proviso to this Section 2.16(e)(ii) set forth above, have an Applicable Rate, fees, customary amortization and customary mandatory prepayments determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to providing such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansLoan.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and (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) or (B) otherwise reasonably satisfactory to the Administrative Agent Refinancing Arranger (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (bii) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (Bii) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (Ciii) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses clause (e)(i)(A) and (e)(i)(Be)(ii) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Div) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (EA) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basisbasis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder.and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (iivi) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be have a greater principal amount than the All-In Yield payable pursuant to principal amount of the terms Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term Loans is increased so other Obligations as to cause the then applicable All-In Yield under this Agreement on Refinanced Debt and shall be secured by the then-outstanding Term Loans to equal Collateral and shall have the All-In Yield applicable same rank in right of security with respect to the Incremental Term Loans minus 50 basis pointsother Obligations as the applicable Refinanced Debt; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

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 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 Loans, shall be consistent with clauses (i) and (ii) belowInitial Term B-1 Loans or Revolving Credit Commitments, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as 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 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 and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event: (i) the Incremental Term Loans: (A) as of subject to the Incremental Amendment DatePermitted Earlier Maturity Indebtedness Exception, shall not have a final scheduled maturity date mature earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheB-1 Loans, (B) as of subject to the Incremental Amendment DatePermitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans or the Initial Term B-1 Loans, (C) shall have an Applicable MarginRate, and subject to clauses (e)(i)(A‎(e)‎(i)‎(A) and (e)(i)(B‎(e)‎(i)‎(B) aboveabove and clause ‎(e)‎(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,and (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) Loans may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections ‎2.03(n) and ‎2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental 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 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 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 any then-outstanding such Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in with the proviso below, the LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Initial Term Loans is increased so as to cause Loans, the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the First Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to and the application or imposition of a LIBOR or Base Rate floor on any Second Incremental Term Loan Loans shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loansthe “MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Closing Date Term LoansLoans or Closing Date Revolving Facility, as applicable, existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be consistent with 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) belowif 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, as applicablesuch 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 otherwise documentation shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Agent; provided provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or 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 Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (ia) the Incremental Term Loans: (Ai) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the 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 Loans that rank junior in priority of right of security with the First Lien Obligations under this Agreement or that are unsecured shall be incurred as Permitted Incremental Amendment Date, Equivalent Debt, (ii) shall not have a final scheduled maturity date mature earlier than the Original Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheDate, (Biii) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Closing Date Term Loans on the date of incurrence of such Incremental Term Loans; provided that the effects of any amortization or prepayments made on the Closing Date Term Loans prior to the date of such incurrence will be disregarded, (Civ) subject to clause (5)(a)(iii) above and clause (5)(c) below, respectively, shall have amortization and an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization Rate determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Dv) 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 have fees be denominated in a currency as determined by the Borrower and the applicable Incremental Term Loan Lender(sLenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (Evii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above provided that any such Incremental Revolving Commitments and Incremental Revolving Loans that rank junior in priority of right of security with the First Lien Obligations under this Agreement or that are unsecured shall be incurred as Permitted Incremental Equivalent Debt, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(13) in connection with Letters of Credit which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (v) shall provide that the permanent repayment of Revolving Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on (I) a pro rata basis or less than a pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any mandatory prepayments such Class of Term Revolving Loans hereunderon a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof, (vi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in a currency as determined by the Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), and (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors. (iic) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any syndicated Incremental Term Loans made under Incremental Term 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 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 any then-outstanding Closing Date Term Loans Loans, plus 50 75 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the LIBOR LIBO Rate or Base Rate floor) with respect to the then-outstanding Closing Date Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans Loans, minus 50 75 basis pointspoints per annum; provided, further, provided that any increase in All-In Yield to any on the Closing Date Term Loan Loans due to the application or imposition of a LIBOR LIBO Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR the LIBO Rate or Base Rate floor applicable to such then-outstanding Closing Date Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to any class of Incremental Term Loans each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory shall be (taken as a whole) no more favorable to the Administrative Agent Incremental Lenders than those applicable to the Facility, except to the extent such terms, (except for covenants or other provisions (aI) are conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Facility, as determined solely by the Administrative Agent and the Borrower or (bII) are applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Class class of Incremental Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Loans that are senior in right of payment and (II) if secured, shall be secured by the Collateral and shall rank junior in right of security to the Obligations (and subject to a customary subordination agreement (if subject to payment subordination)) and shall be subject to the ABL Intercreditor Agreement, (B) as of the Incremental Amendment Date, such Incremental Term Loans shall not have a final scheduled maturity date earlier than the Term Loan Latest Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Trancheall then outstanding Loans, (BC) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (CD) shall have an Applicable MarginRate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin Rate and amortization solely for a an Incremental Term Loan Increase shall be (x) the Applicable Margin Rate and amortization for the Class class being increased or (y) in the case of the Applicable MarginRate, higher than the Applicable Margin Rate for the Class class being increased as long as the Applicable Margin Rate for the Class class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (DE) shall have currency, original issue discount or fees determined by the Borrower and the applicable Incremental Term Loan Lender(sarranger(s) and/or lender(s), and (EF) may participate on (I) if secured, shall not be secured by Liens or any assets that do not otherwise secure the Term Facility, and if guaranteed, shall not be guaranteed by, or otherwise be obligations of, any Person that is not otherwise the Borrower or a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder.Guarantor, (ii) if the All-In Yield applicable Incremental Arranger is not the Administrative Agent, the actions authorized to be taken by the Incremental Arranger herein shall be done in consultation with the Administrative Agent and, with respect to the preparation of any documentation necessary or appropriate to carry out the provisions of this Section 2.16 (including amendments to this Agreement and the other Loan Documents), any comments to such documentation reasonably requested by the Administrative Agent shall be reflected therein; and (iii) The Borrower will use the net proceeds of the Incremental Term Loans of each Class shall be determined for working capital, general corporate purposes and any other purposes not prohibited by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansAgreement.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginMargin and LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Lead Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder.; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have either a pari passu or junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and (ii) the All-In Yield Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Term Loans of each Class Refinancing Facility Closing Date, (G) shall be have an Applicable Margin and LIBO Rate or Base Rate floor (if any) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Credit Lenders, (H) shall have fees determined by the Lead Borrower and shall be set forth in each the applicable Incremental Amendment; providedRefinancing Revolving Credit Commitment arranger(s), however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans and (I) shall not be have a greater principal amount of Commitments than the All-In Yield payable pursuant to principal amount of the terms Commitments of this Agreement as amended through the date of such calculation Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loansrefinancing.

Required Terms. The terms, provisions and documentation of the Incremental Term Revolving Loans and Incremental Term Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Revolving Credit Lenders providing such Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent. In any event: (i) the Incremental Term Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than as set forth in Section 2.14(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) as any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall (x) rank pari passu in right of payment and of security with and (y) have the Incremental Amendment Datesame Guarantees as, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRevolving Credit Loans, (B) as of any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than Date for the remaining Weighted Average Life to Maturity of the Initial Term Loansexisting Revolving Credit Commitments, (C) shall have an Applicable Marginthe borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clauses clause (e)(i)(AE) and (e)(i)(Bbelow)) above, amortization determined by of Loans with respect to Incremental Revolving Credit Commitments after the Borrower and the applicable associated Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase Facility Closing Date shall be (x) made on a pro rata basis with all other Revolving Credit Commitments on the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyIncremental Facility Closing Date, (D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall have fees determined be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Section 2.03(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) permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the Borrower same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the applicable Incremental Term Loan Lender(s)Facility Closing Date, and (EG) any Incremental Revolving Credit Commitments may participate on constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (Iincluding Incremental Revolving Credit Commitments, any original Revolving Credit Commitments and Extended Revolving Credit Commitments) a pro rata basis or less which have more than pro rata basis four (but not greater than pro rata basis4) in any voluntary prepayments different Maturity Dates. (H) For the avoidance of Term Loans hereunder doubt, all Incremental Revolving Credit Commitments shall be effectuated under the Loan Documents and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunderthe Administrative Agent shall be the sole administrative agent and collateral agent therefor. (ii) the All-In Yield applicable to the Incremental Term Loans Revolving Credit Commitments of each Class shall be determined by the Borrower and the applicable Incremental new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term Loans Revolving Credit Commitments 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 any then-outstanding Term Loans Revolving Credit Commitments, as applicable, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Applicable Rate floor) with respect to the then-outstanding Term Loans Revolving Credit Commitments is increased so as to cause the then applicable All-In Yield under this Agreement on the then-each outstanding Term Loans Class of Revolving Credit Commitments to equal the All-In Yield then applicable to the Incremental Term Loans Revolving Loans, as applicable, minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Term Lenders providing such Incremental Refinancing Term Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans existing on the Initial Term LoansRefinancing Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative Agent Refinancing Term Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term Loan Increase or a Revolving Commitment Increasecontrary herein, the if any such terms, provisions and documentation (of the Refinancing Term Loans and Refinancing Term Commitments contains a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other than the Incremental Amendment evidencing such increase) Loan or Commitment of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateClass. In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt on the date of incurrence of such Refinancing Term LoansLoans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (C) shall have an Applicable MarginMargin and, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower and the applicable Incremental Term Loan Lender(s), andhereunder, (E) in the case of any Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, may provide for the ability to participate on (I) a pro rata basis basis, or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) 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 Refinancing Amendment, and (F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.[Reserved]

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and (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) or (B) otherwise reasonably satisfactory to the Administrative Agent Refinancing Arranger (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (bii) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (Bii) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (Ciii) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses clause (e)(i)(A) and (e)(i)(Be)(ii) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Div) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (Ev) (A) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basisbasis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder.and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (iivi) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be have a greater principal amount than the All-In Yield payable pursuant to principal amount of the terms Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term Loans is increased so other Obligations as to cause the then applicable All-In Yield under this Agreement on Refinanced Debt and shall be secured by the then-outstanding Term Loans to equal Collateral and shall have the All-In Yield applicable same rank in right of security with respect to the Incremental Term Loans minus 50 basis pointsother Obligations as the applicable Refinanced Debt; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Company and the applicable Incremental Refinancing Lenders providing such Incremental Commitments, and except as otherwise set forth hereinRefinancing Commitments and, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Initial Term Loans, shall be consistent with Refinancing Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront feespricing and optional prepayment or redemption terms), OID shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or similar fees) to the applicable Class issuance of such Refinancing Term Loans or Refinancing Revolving Loan Commitments being increased, in each caseCredit Commitments, as existing on the Incremental Facility Closing Datecase may be. In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Company and the applicable Refinancing Term Lenders but shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization All-In Yield determined by the Borrower Company and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower Company and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate (x) on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder) or (y) on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto, (F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing plus (z) any additional amount of Indebtedness to the extent that such additional amount would otherwise be permitted to be incurred and secured on a pari passu basis with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any such additional amount shall utilize availability under any “basket” set forth in those Sections) and the Administrative Agent and any Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (F) (provided that the Administrative Agent has not notified such Person in writing of its objection to such calculation prior to the funding thereof) and, without excusing any Default or Event of Default which may arise from any inaccuracy in such certification, such certification will be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicable, and (G) (I) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, in each case over the same (or less) Collateral that secures the Term Loans; provided that, with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; provided, further, with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Term Loans shall be subject to a Junior Lien Intercreditor Agreement; and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Revolving Credit Commitments shall be established as a Facility separate from the Revolving Credit Commitments provided herein; provided, further, with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Revolving Credit Commitments shall be subject to a Junior Lien Intercreditor Agreement, (B) (I) shall not have a final scheduled maturity date or mandatory commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made and participations in Letters of Credit shall be on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder.with all other Revolving Credit Commitments, (iiE) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date, (F) shall have All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Company and the applicable Incremental Lenders Refinancing Revolving Credit Lenders, (G) shall have fees determined by the Company and the applicable Refinancing Revolving Credit Commitment arranger(s), and (H) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing plus (z) any additional amount of Indebtedness to the extent that such additional amount would otherwise be permitted to be incurred and secured on a pari passu basis with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any such additional amount shall utilize availability under any “basket” set forth in each applicable Incremental Amendment; provided, however, those Sections) and the Administrative Agent and any Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (provided that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable Administrative Agent has not notified such Person in writing of its objection to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant calculation prior to the terms funding thereof) and, without excusing any Default or Event of this Agreement Default which may arise from any inaccuracy in such certification, such certification will be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as amended through the date of such calculation with respect to any then-outstanding Term Refinancing Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation ofRefinancing Commitments, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Initial Term LoansRefinancing Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term Loan Increase or a Revolving Commitment Increasecontrary herein, the if any such terms, provisions and documentation (of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contains a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other than the Incremental Amendment evidencing such increase) Loan or Commitment of such Term Loan Increase or Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Datehereunder). In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (C) shall have an Applicable MarginMargin and, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower and the applicable Incremental Term Loan Lender(s), andhereunder, (E) in the case of any Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, may provide for the ability to participate on (I) a pro rata basis basis, or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) 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 Refinancing Amendment, and (F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the All-In Yield Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Term Loans Refinancing Closing Date, (G) shall provide that any Refinancing Revolving Commitments may constitute a separate Class or Classes, as the case may be, of each Class Commitments from the Classes constituting the applicable Revolving Commitments prior to the Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have more than two (2) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Revolving Lenders, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans and (I) shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansBorrower hereunder.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans and other Loans that are required to be secured on a pari passu basis with the Initial Loans (and, if applicable, subject to a Subordination Agreement and/or a Third Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans[Reserved].

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 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 Loans, shall be consistent with clauses (i) and (ii) belowLoans or Revolving Credit Commitments, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as 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 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 and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event: (i) the Incremental Term Loans: (A) as of subject to the Incremental Amendment DatePermitted Earlier Maturity Indebtedness Exception, shall not have a final scheduled maturity date mature earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheLoans, (B) as of subject to the Incremental Amendment DatePermitted Earlier Maturity Indebtedness Exception, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (C) shall have an Applicable MarginRate, and subject to clauses (e)(i)(A‎(e)‎(i)‎(A) and (e)(i)(B‎(e)‎(i)‎(B) aboveabove and clause ‎(e)‎(iii) below, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,and (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) Loans may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Credit Loans shall not mature or provide for mandatory commitment reductions earlier than the Latest Maturity Date of any Revolving Credit Commitments outstanding at the time of incurrence of such Incremental Revolving Credit Commitments, (B) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (1) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (1) repayment made in connection with a permanent repayment and termination of commitments (subject to clause ‎(D) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis (or, in the case of repayment, on a pro rata basis or less than a pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (C) subject to the provisions of Sections ‎2.03(n) and ‎2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in ‎Section 2.03(n) and ‎Section 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (D) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class, (E) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (F) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; and (iii) the amortization schedule applicable to any Incremental Loans and the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental 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 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 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 any then-outstanding such Initial Term Loans plus 50 by more than 75 basis points per annum unless (the amount of such excess of the All-In Yield applicable to such Incremental Term Loans over the sum of the All-In Yield applicable to the Initial Terms Loans plus 75 basis points per annum, the “Yield Differential”) then the interest rate (together with, as provided in with the proviso below, the LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Initial Term Loans is increased so as to cause Loans, the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the First Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to and the application or imposition of a LIBOR or Base Rate floor on any Second Incremental Term Loan Loans shall be effected solely through an increase in increased by the applicable Yield Differential (or implementation ofthis proviso, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loansthe “MFN Protection”).

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Term Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and (ii) the All-In Yield Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis, (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided, such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Term Loans of each Class Refinancing Facility Closing Date, (G) shall be have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Credit Lenders, (H) shall have fees determined by the Borrower and shall be set forth in each the applicable Incremental Amendment; providedRefinancing Revolving Credit Commitment arranger(s), however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans and (I) shall not be have a greater principal amount of Commitments than the All-In Yield payable pursuant to principal amount of the terms Commitments of this Agreement as amended through the date of such calculation Refinanced Debt and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loansrefinancing.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of term loans or revolving credit commitments, as applicable, each existing on the Initial Term Loansapplicable Refinancing Facility Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable (as reasonably satisfactory determined by the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Refinanced Debt on the date of incurrence of such Refinancing Loans, (C) shall have an Applicable Margin, not be Guaranteed by any Person other than a Loan Party and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined shall not be borrowed by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for any Person other than a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyParty, (D) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees determined on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans, (E) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and (II) shall either be (x) secured by the Borrower Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the applicable Incremental Term Loan Lender(s)Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term A Loans hereunder.under Section 2.05, as specified in the applicable Refinancing Amendment; and (ii) the All-In Yield applicable to Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Incremental Term Loans of each Class Obligations and (II) shall either be determined (x) secured by the Borrower Collateral (and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the All-In Yield payable pursuant Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the terms of this Agreement as amended through the Administrative Agent, (B) shall not have a final scheduled maturity date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withearlier than, as provided in the proviso belowor mandatory scheduled commitment reductions prior to, the LIBOR or Base Rate floor) Maturity Date with respect to the then-outstanding Term Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans is increased so with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other then existing Revolving Credit Commitments, (D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (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 Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to cause the then applicable All-In Yield any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the then-outstanding Term Loans to equal Refinancing Facility Closing Date, (G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and (H) shall not have a greater principal amount of Commitments than the All-In Yield applicable principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the Incremental Term Loans minus 50 basis points; providedextent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, further, that any increase upfront fees or similar fees) incurred in All-In Yield to any Term Loan due to connection with the application issuance of such Refinancing Revolving Credit Commitments or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Refinancing Revolving Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory otherwise, at the option of the Borrowers, either (x) reflect market terms and conditions (taken as a whole) at the time of such refinancing (as determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative Agent Borrower in good faith), when taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in Term Loans and Revolving Credit Commitments existing at the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) time of such Term Loan Increase refinancing). If necessary to consummate any such Refinancing Loans or Revolving Commitment Increase shall be identical (other than Refinancing Commitments as fungible for U.S. federal income tax purposes with respect to upfront fees, OID or similar fees) to the applicable an existing Class of Term Loans or Revolving Loan Commitments being increasedCredit Commitments, in each case, as existing the interest rate margins and rate floors on the Incremental Facility Closing Dateapplicable existing Class of Term Loans or Revolving Credit Commitments may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Refinanced Debt; provided that Refinancing Term Loans or any Extended Term Loans consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to which be converted satisfies this criteria may have a final scheduled maturity date earlier than the Initial Term Loans were Maturity Date of the Existing Term Loan Tranche,Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt; provided that Refinancing Term Loans,Loans consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria may have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Borrowers and the applicable Incremental Refinancing Term Lenders; provided that if the Applicable Margin Rate and amortization solely Eurocurrency Rate or Base Rate floor (if any) for a Refinancing Term Loan Increase shall be (x) Loans that constitute an increase to an existing Class of Term Loans is higher than the Applicable Margin Rate and amortization Eurocurrency Rate or Base Rate floor (if any) for the Class being increased or (y) in the case of increased, then the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,. (D) shall have fees determined by the Borrower Borrowers and the applicable Incremental Term Loan Lender(sarranger(s), and; (E) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (F) may provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary prepayments with any other Class of outstanding Term Loans and may provide for the ability to participate on a pro rata basis or less than pro rata basis (Ibut not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder; (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable; (i) shall rank pari passu in right of payment or junior in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) 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; (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving 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 Revolving Credit 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 Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt;; (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the applicable Maturity Date of the Refinancing Revolving Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments; (D) may include provisions for letter of credit and swing line subfacilities and may be available in any Available Currency; (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate Commitments (I) in respect of any voluntary prepayments such Class of Term Revolving Credit Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection with any mandatory prepayments of Term Loans hereunder.refinancing thereof permitted by this Agreement; (iiF) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the All-In Yield same assignment and participation provisions applicable to the Incremental Term Revolving Credit Commitments and Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement existing on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Refinancing Facility Closing Date; (G) shall have an Applicable Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Revolving Credit Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) with respect to any Refinancing Revolving Credit Commitments that constitute an increase to an existing Class of Revolving Credit Commitments is 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 then-outstanding Term Loansdeficiency; (H) shall have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s); (I) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; and (J) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments or Refinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,Refinanced Debt; (C) any Permitted Junior Secured Refinancing Debt or Permitted Unsecured Refinancing Debt shall have a final maturity date which is no earlier than ninety-one (91) days after the Latest Maturity Date then existing; (D) shall have an Applicable MarginMargin and Adjusted LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(AA) and (e)(i)(BB) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,; (DE) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and; (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (iiG) shall not have a greater principal amount than the All-In Yield applicable to principal amount of the Incremental Term Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing; (H) (I) shall rank pari passu or junior in right of payment with the Obligations under the initial Loans that are senior in right of each Class payment and (II) shall be determined secured by the Collateral and shall rank pari passu (which may be in the form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the applicable Incremental Lenders Borrower and the Administrative Agent); and (I) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall be set forth in have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each applicable Incremental Amendment; Class (provided, however, that with if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect to of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Loans made under Incremental Term CommitmentsClass of term loans), the All-In Yield applicable Previously Absent Financial Covenant shall only be required to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of included in this Agreement as amended through for the date benefit of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Revolving Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y)) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (bii) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Loan Assumption Agreement Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event, (A) the Refinancing Term Loans: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (Bii) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (Ciii) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses clause (e)(i)(A) and (e)(i)(Be)(ii) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Div) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (Ev) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans, prepayments in connection with a refinancing of such Refinancing Loans or pursuant to Section 2.13(h))) in any mandatory or voluntary prepayments of Term Loans hereunder., (iivi) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be have a greater principal amount than the All-In Yield payable pursuant to principal amount of the terms Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term Loans is increased so other Obligations as to cause the then applicable All-In Yield under this Agreement on Refinanced Debt and shall be secured by the then-outstanding Term Loans to equal Collateral and shall have the All-In Yield applicable same rank in right of security with respect to the Incremental Term Loans minus 50 basis pointsother Obligations as the applicable Refinanced Debt; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory otherwise, at the option of the Borrowers, either (x) reflect market terms and conditions (taken as a whole) at the time of such refinancing (as determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative Agent Borrower in good faith), when taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in Term Loans and Revolving Credit Commitments existing at the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) time of such Term Loan Increase refinancing). If necessary to consummate any such Refinancing Loans or Revolving Commitment Increase shall be identical (other than Refinancing Commitments as fungible for U.S. federal income tax purposes with respect to upfront fees, OID or similar fees) to the applicable an existing Class of Term Loans or Revolving Loan Commitments being increasedCredit Commitments, in each case, as existing the interest rate margins and rate floors on the Incremental Facility Closing Dateapplicable existing Class of Term Loans or Revolving Credit Commitments may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Refinanced Debt; provided that (I) Refinancing Term Loans or consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any Extended Refinancing Term Loans as in an aggregate amount not to which exceed the Initial Term Loans were then available Inside Maturity Basket may, in each case, have a final scheduled maturity date earlier than the Existing Term Loan Tranche,Maturity Date of the Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt; provided that (I) Refinancing Term Loans,Loans consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may, in each case, have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall have an Applicable MarginRate and Eurocurrency RateTerm SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Borrowers and the applicable Incremental Refinancing Term Lenders; provided that if the Applicable Margin Rate and amortization solely Eurocurrency RateTerm SOFR or Base Rate floor (if any) for a Refinancing Term Loan Increase shall be (x) Loans that constitute an increase to an existing Class of Term Loans is higher than the Applicable Margin Rate and amortization Eurocurrency RateTerm SOFR or Base Rate floor (if any) for the Class being increased or (y) in the case of increased, then the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,. (D) shall have fees determined by the Borrower Borrowers and the applicable Incremental Term Loan Lender(sarranger(s), and; (E) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (F) may provide for the ability to participate on (I) a pro rata basis or less than or greater than a pro rata basis (but not greater than pro rata basis) in any voluntary prepayments with any other Class of outstanding Term Loans hereunder and (II) may provide for the ability to participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder.; (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable; (H) (i) shall rank pari passu in right of payment or junior in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) will either be secured solely by the All-In Yield applicable same Collateral securing the Obligations or shall be unsecured and (ii) to the Incremental Term Loans of each Class extent (x) secured by any Applicable Lien, shall be determined by subject to the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term CommitmentsABL Intercreditor Agreement, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Second Lien Intercreditor Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withand, as provided in the proviso belowif applicable, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this First Lien Intercreditor Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of term [Valvoline - Credit Agreement] loans or revolving credit commitments, as applicable, each existing on the Initial Term Loansapplicable Refinancing Facility Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable (as reasonably satisfactory determined by the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Refinanced Debt on the date of incurrence of such Refinancing Loans, (C) shall have an Applicable Margin, not be Guaranteed by any Person other than a Loan Party and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined shall not be borrowed by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for any Person other than a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyParty, (D) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees determined on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans, (E) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and (II) shall either be (x) secured by the Borrower Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the applicable Incremental Term Loan Lender(s)Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term A Loans hereunder.under Section 2.05, as specified in the applicable Refinancing Amendment; and (ii) the All-In Yield applicable to Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Incremental Term Loans of each Class Obligations and (II) shall either be determined (x) secured by the Borrower Collateral (and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the All-In Yield payable pursuant Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the terms of this Agreement as amended through the Administrative Agent, [Valvoline - Credit Agreement] (B) shall not have a final scheduled maturity date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withearlier than, as provided in the proviso belowor mandatory scheduled commitment reductions prior to, the LIBOR or Base Rate floor) Maturity Date with respect to the then-outstanding Term Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans is increased so with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other then existing Revolving Credit Commitments, (D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (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 Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to cause the then applicable All-In Yield any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the then-outstanding Term Loans to equal Refinancing Facility Closing Date, (G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and (H) shall not have a greater principal amount of Commitments than the All-In Yield applicable principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the Incremental Term Loans minus 50 basis points; providedextent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, further, that any increase upfront fees or similar fees) incurred in All-In Yield to any Term Loan due to connection with the application issuance of such Refinancing Revolving Credit Commitments or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Refinancing Revolving Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) the terms below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event, the Refinancing Loans: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than (A) with respect to Refinancing Loans secured on a pari passu basis with the Term Loan Initial Loans, the Maturity Date of the Initial Term Loans or and (B) with respect to any Extended Term Loans as to which other Refinancing Loans, the date that is 91 days after the Maturity Date of the Initial Term Loans were the Existing Term Loan TrancheLoans, (Bii) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (Ciii) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(Ae)(i) and (e)(i)(Be)(ii) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Div) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (Ev) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.03(b)(iii)(b) and, solely in respect of any Class of Loans (other than the Initial Loans) with a later Maturity Date than such Incremental Loans, Section 2.03(b)(iv)(A)(y)) in any voluntary or mandatory prepayments of Term Loans hereunder., (iivi) shall not have a greater principal amount than the All-In Yield principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall (A) (I) rank pari passu or junior in right of payment with the Initial Loans, (II) not be secured by any assets not constituting Collateral and shall rank pari passu or junior in right of security with the Initial Loans (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable to the Incremental Term Loans of each Class shall be determined agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the applicable Incremental Lenders Borrower and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall Administrative Agent) and (III) not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to guaranteed by any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans Person that is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of not a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansGuarantor.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions to the extent such terms are (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment DateDate or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that (x) in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of any then-existing Term Loans Loan Facility or Revolving Loan Commitments being increasedCredit Facility, as applicable, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)) and (y) if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the Credit Documents for the benefit of the then-existing Facilities. In any event: (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; (B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Revolving Termination Date; (BC) (I) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than any then-existing Class of Term Loans and (II) subject to the remaining Weighted Average Life to Maturity of foregoing, shall have an amortization schedule as determined by the Initial Borrower and the applicable Incremental Term Loans,Loan arranger(s); (CD) shall have an Applicable Marginall-in-yield (whether in the form of interest rate margin, and subject to clauses (e)(i)(AOID or otherwise) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided that the Applicable Margin Percentage and amortization solely for a an Incremental Term Loan Increase shall be (xI) the Applicable Margin Percentage and amortization for the Class being increased or (yII) in the case of the Applicable Margin, higher than the Applicable Margin Percentage for the Class being increased as long as the Applicable Margin Percentage for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,; (DE) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(sarranger(s), ; and (EF) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of any then-existing Class of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of any existing Class of Term Loans hereunder.; (ii) the All-In Yield Incremental Revolving Commitments and Incremental Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably satisfactory to the Incremental Term Loans of each Class Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Revolving Termination Date with respect to the Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date with respect to the Initial Revolving Credit Commitments; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Incremental Lenders and Revolving Lenders; provided that the Applicable Percentage for a Revolving Commitment Increase shall be set forth in each (I) the Applicable Percentage for the Class being increased or (II) higher than the Applicable Percentage for the Class being increased as long as the Applicable Percentage for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency; (D) shall have fees determined by the Borrower and the applicable Incremental AmendmentRevolving Commitment arranger(s); (E) shall provide that 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 (in accordance with clause (F) below)) of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date; providedand (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, howeverand termination or reduction of, that Incremental Revolving Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms termination of this Agreement as amended through the date undrawn Revolving Credit Commitments or a permanent repayment of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate Class of Revolving Credit Commitments (together with, as provided in the proviso below, the LIBOR or Base Rate floor1) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition proceeds of a LIBOR Refinancing Facility or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable2) any LIBOR Rate or Base Rate floor applicable to such then-that mature earlier than other outstanding Term LoansClasses of Revolving Credit Commitments) with all other Revolving Credit Commitments.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term CommitmentsCommitments or the Incremental Revolving Loans and Revolving Commitment Increases, as the case may be, of any Class shall be (A) as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not identical to consistent with the Initial Term LoansLoans or Revolving NAI-1537228099v31537241654v2 Commitments, shall be as applicable, each existing on the Incremental Facility Closing Date, consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) if materially more favorable (taken as a whole) to the Incremental Lenders , conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Amendment or Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders in respect of the Class being increased and (y) in the case of any Class of Incremental Revolving Loans and Revolving Commitment Increase, for the benefit of the Revolving Credit Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Facility Closing Date or (c) reasonably satisfactory to Administrative Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Term Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Refinancing Revolving Credit Commitments and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Refinancing Revolving Loans.:

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory otherwise, at the option of the Borrowers, either (x) reflect market terms and conditions (taken as a whole) at the time of such refinancing (as determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative Agent Borrower in good faith), when taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in Term Loans and Revolving Credit Commitments existing at the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) time of such Term Loan Increase refinancing). If necessary to consummate any such Refinancing Loans or Revolving Commitment Increase shall be identical (other than Refinancing Commitments as fungible for U.S. federal income tax purposes with respect to upfront fees, OID or similar fees) to the applicable an existing Class of Term Loans or Revolving Loan Commitments being increasedCredit Commitments, in each case, as existing the interest rate margins and rate floors on the Incremental Facility Closing Dateapplicable existing Class of Term Loans or Revolving Credit Commitments may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Refinanced Debt; provided that (I) Refinancing Term Loans or consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any Extended Refinancing Term Loans as in an aggregate amount not to which exceed the Initial Term Loans were then available Inside Maturity Basket may, in each case, have a final scheduled maturity date earlier than the Existing Term Loan Tranche,Maturity Date of the Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt; provided that (I) Refinancing Term Loans,Loans consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may, in each case, have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall have an Applicable MarginRate and Term SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Borrowers and the applicable Incremental Refinancing Term Lenders; provided that if the Applicable Margin Rate and amortization solely Term SOFR or Base Rate floor (if any) for a Refinancing Term Loan Increase shall be (x) Loans that constitute an increase to an existing Class of Term Loans is higher than the Applicable Margin Rate and amortization Term SOFR or Base Rate floor (if any) for the Class being increased or (y) in the case of increased, then the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,. (D) shall have fees determined by the Borrower Borrowers and the applicable Incremental Term Loan Lender(sarranger(s), and; (E) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (F) may provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary prepayments with any other Class of outstanding Term Loans and may provide for the ability to participate on a pro rata basis or less than pro rata basis (Ibut not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder; (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable; (i) shall rank pari passu in right of payment or junior in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) 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; (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving 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 Revolving Credit 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 Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt; provided that, any Refinancing Revolving Credit Commitments and Refinancing Revolving Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the applicable Maturity Date of the Refinancing Revolving Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments; (D) may include provisions for letter of credit and swing line subfacilities and may be available in Dollars; (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate Commitments (I) in respect of any voluntary prepayments such Class of Term Revolving Credit Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection with any mandatory prepayments of Term Loans hereunder.refinancing thereof permitted by this Agreement; (iiF) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the All-In Yield same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Refinancing Facility Closing Date; (G) shall have an Applicable Rate and Term Loans of each Class shall be SOFR or Base Rate floor (if any) determined by the Borrower Borrowers and the applicable Incremental Lenders Refinancing Revolving Credit Lenders; provided that if the Applicable Rate and shall be set forth in each applicable Incremental Amendment; provided, however, that Term SOFR or Base Rate floor (if any) with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable Refinancing Revolving Credit Commitments that constitute an increase to such Incremental Term Loans shall not be greater an existing Class of Revolving Credit Commitments is higher than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Applicable Rate and Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR SOFR or Base Rate floor on any Incremental Term Loan (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be effected solely through an increase automatically increased as and to the extent necessary to eliminate such deficiency; (H) shall have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s); (I) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; and (J) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in (connection with the issuance of such Refinancing Revolving Credit Commitments or implementation ofRefinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions to the extent such terms are (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment DateDate or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that (x) in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of any then-existing Term Loans Loan Facility or Revolving Loan Commitments being increasedCredit Facility, as applicable, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)) and (y) if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the Credit Documents for the benefit of the then-existing Facilities. In any event: : (i) the Incremental Term Loans:: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; 104 1010279941v18 (AB) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Revolving Termination Date; (BC) (I) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than any then-existing Class of Term Loans and (II) subject to the remaining Weighted Average Life to Maturity of foregoing, shall have an amortization schedule as determined by the Initial Borrower and the applicable Incremental Term Loans, Loan arranger(s); (CD) shall have an Applicable Marginall-in-yield (whether in the form of interest rate margin, and subject to clauses (e)(i)(AOID or otherwise) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided that the Applicable Margin Percentage and amortization solely for a an Incremental Term Loan Increase shall be (xI) the Applicable Margin Percentage and amortization for the Class being increased or (yII) in the case of the Applicable Margin, higher than the Applicable Margin Percentage for the Class being increased as long as the Applicable Margin Percentage for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, ; (DE) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(sarranger(s), and ; and (EF) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of any then-existing Class of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of any existing Class of Term Loans hereunder. ; (ii) the All-In Yield applicable Incremental Revolving Commitments and Incremental Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Term Loans of each Class shall be determined Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably satisfactory to the applicable Incremental Lenders Borrower and the Administrative Agent) and (III) shall be set forth in each applicable Incremental Amendmentguaranteed by the Guarantors; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.105 1010279941v18

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: : (i) the Incremental Refinancing Term Loans: : (A) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Refinanced Debt; (BC) (I) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt and (CII) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization schedule as determined by the Borrower and the applicable Incremental Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (DE) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and ; (EF) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Representative and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) if materially more favorable (when taken as whole) to the Refinancing Lenders (as reasonably determined by the Borrower Representative), conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders (it being understood that, to the extent that any financial maintenance covenant is added for the benefit of any such Refinancing Commitments, no consent shall be required by Administrative Agent or any of the existing Lenders if such financial maintenance covenant is either (i) also added for the benefit of any existing Facility remaining outstanding after the issuance or incurrence of such Refinancing Commitments or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date), (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase Refinancing Facility Closing Date or a Revolving Commitment Increase, the terms, provisions (c) such terms and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase conditions shall be identical current market terms for such type of Refinancing Commitments (other than with respect to upfront fees, OID or similar fees) to as reasonably determined in good faith by the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateBorrower Representative). In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginMargin and LIBOR Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Representative and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower Representative and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayment pursuant to Section 2.13(c)) in any mandatory prepayments of Term Loans hereunder., (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, (G) shall not be guaranteed by any Person that is not otherwise a Guarantor; and (H) (I) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and (ii) the All-In Yield applicable to Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall have the Incremental Term Loans same rank in right of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans is increased so as with respect to cause Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Commitments then applicable All-In Yield under this Agreement existing on the then-outstanding Term Refinancing Facility Closing Date, (D) shall be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each Issuing Bank, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to equal such Refinancing Amendment, (E) may provide that the All-In Yield permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis with all other Revolving Commitments, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans then existing on the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan Refinancing Facility Closing Date, (G) shall be effected solely through have an increase in (or implementation of, as applicable) any Applicable Margin and LIBOR Rate or Base Rate floor (if any) determined by the Borrower Representative and the applicable to such then-outstanding Term LoansRefinancing Revolving Credit Lenders, (H) shall have fees determined by the Borrower Representative and the applicable Refinancing Revolving Credit Commitment arranger(s), (I) shall not be guaranteed by any Person that is not otherwise a Guarantor; and (J) shall not have a greater amount of Commitments than the amount of the Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments. Notwithstanding the foregoing, and in the case of any Incremental Loans or Incremental Commitments, except as otherwise set forth herein, to the extent such terms and provisions are not identical to the Initial terms and provisions of any Class of Term LoansLoans existing on the Incremental Facility Closing Date, such terms and provisions shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) if more favorable to the existing Term Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date with respect to existing Term Loans as of the Incremental Amendment Date)Date or (c) reasonably satisfactory to the Administrative Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be (subject to any conforming changes pursuant to clause (a) above) identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans that are senior in right of payment and (II) shall be secured solely by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans that are secured on a first lien basis by the Term Priority Collateral (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Second Lien Intercreditor Agreement (if subject to lien subordination), or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent or other lien subordination arrangement reasonably satisfactory to the Borrower and the Administrative Agent); (B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial 2020 Replacement Term Loans, the 2023 Replacement Term Loans, the 2024 Extended Term Loans or any Extended Term Loans as to which the Initial 2020 Replacement Term Loans or, the 2023 Replacement Term Loans or the 2024 Extended Term Loans, as applicable, were the Existing Term Loan Tranche,Tranche (other than in the case of any Permitted Earlier Maturity Debt); (BC) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial 2020 Replacement Term Loans,Loans or, the 2023 Replacement Term Loans or the 2024 Extended Term Loans (other than in the case of any Permitted Earlier Maturity Debt); (CD) shall have an Applicable MarginRate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin Rate and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin Rate and amortization for the Class being increased or (y) in the case of the Applicable MarginRate, higher than the Applicable Margin Rate for the Class being increased as long as the Applicable Margin Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,); (DE) shall have fees or other amounts as determined by the Borrower and the applicable Incremental Term Loan Lender(sLenders or arranger(s) and/or lender(s), ; (F) shall not be guaranteed by any Person that is not otherwise a Guarantor; and (EG) (I) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Incremental Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Incremental Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such Term Loans hereunder.; (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate [Reserved]; (together with, as provided in the proviso below, the LIBOR or Base Rate flooriii) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans[Reserved].

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis, less or greater than pro rata basis in any voluntary prepayments or cancellations hereunder or on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and, if applicable, subject to a subordination agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other intercreditor agreement or arrangement reasonably satisfactory to the Borrower and the Administrative Agent); (H) to the extent applicable, shall be subject to the Existing Intercreditor Agreement, and (ii) the All-In Yield Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis, (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided, such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Term Loans of each Class Refinancing Facility Closing Date, (G) shall be have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Credit Lenders, (H) shall have fees determined by the Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), (I) shall not have a greater principal amount of Commitments than the principal amount of the Commitments of the Refinanced Debt and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing; and (J) shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant subject to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansExisting Intercreditor Agreement.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Refinancing Term Loans: (A1) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B2) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C3) shall have an Applicable MarginMargin and LIBOR Rate or Base Rate floor (if any), and subject to clauses clause (e)(i)(A) and (e)(i)(B1) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D4) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (E5) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any Refinanced Debt, prepayments with Borrower Retained Prepayment Amounts or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (ii6) shall not have a greater principal amount than the All-In Yield applicable to principal amount of the Incremental Term Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (7) (I) shall rank pari passu or junior in right of payment with the Obligations under the Initial Loans that are senior in right of each Class payment and (II) shall be determined secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and the applicable Incremental Lenders Administrative Agent) or other lien subordination and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant intercreditor arrangement satisfactory to the terms of this Agreement as amended through Borrower and the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansAdministrative Agent).

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Initial Term LoansRefinancing Closing Date, shall be consistent with clauses (i) and or (iii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term Loan Increase or a Revolving Commitment Increasecontrary herein, the if any such terms, provisions and documentation (of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contains a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other than the Incremental Amendment evidencing such increase) Loan or Commitment of such Term Loan Increase or Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Datehereunder). In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (C) shall have an Applicable MarginMargin and, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower and the applicable Incremental Term Loan Lender(s), andhereunder, (E) in the case of any Refinancing Term Loans secured on a pari passu basis with the Initial Term Loans, may provide for the ability to participate on (I) a pro rata basis basis, or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) 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 Refinancing Amendment, and (F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the All-In Yield Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Term Loans Refinancing Closing Date, (G) shall provide that any Refinancing Revolving Commitments may constitute a separate Class or Classes, as the case may be, of each Class Commitments from the Classes constituting the applicable Revolving Commitments prior to the Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have more than two (2) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Revolving Lenders, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans and (I) shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansBorrower hereunder.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of term loans or revolving credit commitments, as applicable, each existing on the Initial Term Loansapplicable Refinancing Facility Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable (as reasonably satisfactory determined by the Borrower and the Administrative Agent) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for covenants or other provisions (a) to the extent (1) such terms are conformed (or added) in this Agreement for the Loan Documents benefit of the Facilities pursuant to an amendment thereto subject solely to the related Incremental Amendment reasonable satisfaction of the Administrative Agent and the Borrower or (b2) such terms and conditions are applicable only solely to periods after the Latest Maturity Date (as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) and (b) for pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Refinanced Debt on the date of incurrence of such Refinancing Loans, (C) shall have an Applicable Marginnot be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than (i) Ashland, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (yii) in if the case indebtedness that is being refinanced under this Section 2.17 is indebtedness of the Applicable MarginAshland Netherlands, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyAshland Netherlands, (D) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees determined on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans, (E) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term A-1 Loans, Term A-2 Loans, Term B Loans and Revolving Credit Loans and (II) shall either be (x) secured by the Borrower Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the applicable Incremental Term Loan Lender(s)Obligations or (y) unsecured; provided that if such Indebtedness is secured by the Collateral and ranks junior in right of security with the Obligations, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term A-1 Loans, Term A-2 Loans hereunder.and Term B Loans under Section 2.05, as specified in the applicable Refinancing Amendment; and (ii) the All-In Yield applicable to Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Incremental Term Loans of each Class Obligations and (II) shall either be determined (x) secured by the Borrower Collateral (and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the All-In Yield payable pursuant Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the terms of this Agreement as amended through the Administrative Agent, (B) shall not have a final scheduled maturity date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withearlier than, as provided in the proviso belowor mandatory scheduled commitment reductions prior to, the LIBOR or Base Rate floor) Maturity Date with respect to the then-outstanding Term Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans is increased so with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other then existing Revolving Credit Commitments, (D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (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 Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to cause the then applicable All-In Yield any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the then-outstanding Term Loans to equal Refinancing Facility Closing Date, (G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than (i) Ashland, or (ii) if the All-In Yield applicable indebtedness being refinanced under this Section 2.17 is indebtedness of Ashland Netherlands, Ashland Netherlands, and (H) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the Incremental Term Loans minus 50 basis points; providedextent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, further, that any increase upfront fees or similar fees) incurred in All-In Yield to any Term Loan due to connection with the application issuance of such Refinancing Revolving Credit Commitments or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Refinancing Revolving Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Initial Term LoansRefinancing Tranche Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) substantially identical to, or not materially more favorable (as reasonably satisfactory determined by Borrowers in good faith and conclusively evidenced by a certificate of Borrowers) to the Administrative Agent 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 pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment applicable Refinancing Tranche Closing Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase Class being refinanced, and (2) pricing, optional prepayment, or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Dateredemption terms). In any event: (i) the Incremental Refinancing Term Loans: (Aa) as of the Incremental Amendment Refinancing Tranche Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (Bb) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (Cc) shall have an Applicable Margin, and not be subject to clauses (e)(i)(A) any Guaranty by any person other than a Credit Party and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for shall not include any borrower other than a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyborrower hereunder, (Dd) shall have fees determined by provide that the Borrower permanent repayment of Term Loans with respect to, and termination or reduction of, Refinancing Term Commitments after the applicable Incremental Term Loan Lender(s), and (E) may participate associated Refinancing Tranche Closing Date shall be made on (I) a pro rata basis basis, or on a less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of than, except that Refinancing Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not Commitments may participate on a greater than pro rata basis) basis in any mandatory permanent prepayments and termination with other Term Commitments, other than the Term Commitments in effect on the Closing Date) pro rata basis, with all other Term Commitments, except that Borrowers shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Term Loans hereunder.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 permitted by this Agreement, (e) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including original issue discount, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans, and (f) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of Borrowers or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, and if secured, shall be subject to an Intercreditor Agreement; and (ii) the All-In Yield applicable to Refinancing Revolving Commitments and Refinancing Revolving Loans: (a) (I) shall rank pari passu in right of payment with the Incremental Term Loans of each Class Obligations and (II) shall either be determined (x) secured by the Borrower Collateral (and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than secured by any assets of either Borrower or any of their Restricted Subsidiaries not constituting Collateral) and shall rank pari passu or junior in right of security with the All-In Yield payable pursuant Obligations or (y) unsecured, and if secured, shall be subject to the terms of this Agreement as amended through the an Intercreditor Agreement, (b) shall not have a final scheduled maturity date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withearlier than, as provided in the proviso belowor mandatory scheduled commitment reductions prior to, the LIBOR or Base Rate floor) Maturity Date with respect to the then-outstanding Term Loans is increased so as Refinanced Debt, (c) to cause the then applicable All-In Yield under this Agreement extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the then-outstanding Term Refinancing Tranche Closing Date (and without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (d) shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Tranche Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that Borrowers shall be permitted to equal permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (e) shall not be subject to any Guaranty by any person other than a Credit Party and shall not include any borrower other than a borrower hereunder, and (f) shall not have a greater principal amount of Commitments than the All-In Yield applicable principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the Incremental Term Loans minus 50 basis points; providedextent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including original issue discount, further, that any increase upfront fees or similar fees) incurred in All-In Yield to any Term Loan due to connection with the application issuance of such Refinancing Revolving Commitments or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Refinancing Revolving Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Initial Term LoansRefinancing Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term Loan Increase or a Revolving Commitment Increasecontrary herein, the if any such terms, provisions and documentation (of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other than the Incremental Amendment evidencing such increase) Loan or Commitment of such Term Loan Increase or Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Datehereunder). In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (C) shall have an Applicable MarginMargin and, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower and the applicable Incremental Term Loan Lender(s), andhereunder, (E) in the case of any Refinancing Term Loans secured on a pari passu basis with the Initial Tranche A Term Loans and the Initial Tranche B Term Loans, may provide for the ability to participate on (I) a pro rata basis basis, or on a less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis , (but not on a greater than pro rata basisbasis unless (i) such Refinancing Term Loans were made pursuant to an escrow or other similar arrangement and (ii) such greater than pro rata basis only relates to the proceeds placed in escrow or such other arrangement), in any voluntary or mandatory prepayments of Term Loans hereunder., as specified in the applicable Refinancing Amendment, and (F) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Term Loans were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Term Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the All-In Yield Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Revolving Commitments were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Revolving Commitments and Refinancing Revolving Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement)) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Term Loans Refinancing Closing Date, (G) shall provide that any Refinancing Revolving Commitments may constitute a separate Class or Classes, as the case may be, of each Class Commitments from the Classes constituting the applicable Revolving Commitments prior to the Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Revolving Lenders, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans and (I) shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansBorrower hereunder.

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 Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or the Second Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent) or be unsecured, (B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term B Loans or any Extended Term Loans as to which the Initial Term B Loans were the Existing Term Loan Tranche, (BC) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B Loans, (CD) shall have an Applicable MarginRate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin Rate and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin Rate and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyincreased, (DE) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(sarranger(s), and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Term Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis, (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date with respect to the Initial Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with 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 less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to an existing Class of Participating Revolving Credit Commitment, shall be included), subject to (other than in the case of a Revolving Commitment Increase) the consent of the Swing Line Lender and each L/C Issuer, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment, provided, such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments, provided, further, that in connection with such election the Swing Line Lender or the L/C Issuers may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis with all 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 then existing on the Incremental Facility Closing Date, (G) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders; provided the Applicable Rate for a Revolving Commitment Increase shall be the Applicable Rate for the Class being increased, and (H) shall have fees determined by the Borrower and the applicable Incremental Revolving Credit Commitment arranger(s). (iii) the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term CommitmentsCommitments (to the extent pari passu in right of payment and security with the Term B Loans), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term B Loans plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Term B Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term B Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term B Loan due to the application or imposition of a LIBOR Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate Eurocurrency or Base Rate floor applicable to such then-outstanding Term LoansB Loan.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions to the extent such terms are (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Refinancing Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Refinancing Amendment DateDate or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that in if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case of a Term Loan Increase or a Revolving Commitment Increasemay be, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase more restrictive terms shall be identical conformed (other than with respect to upfront fees, OID or similar feesadded) to the applicable Class Credit Documents for the benefit of Term Loans or Revolving Loan Commitments being increased, in each case, as the then-existing on the Incremental Facility Closing DateFacilities. . In any event: (i) the Incremental Refinancing Term Loans: (A) (I) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement and/or a Junior Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Refinanced Debt; (BC) (I) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt and (CII) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization schedule as determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,; (D) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; (E) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and; (EF) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of such Term Loans hereunder.; and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Term Loans; and (ii) the All-In Yield applicable Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the Incremental Term Loans other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of each Class payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Guarantors; (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Lenders; (D) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitments arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be set forth in each applicable Incremental Amendment; providedmade on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, howeverand termination or reduction of, that Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any Loans made under Incremental Term termination of undrawn Revolving Credit Commitments or a permanent repayment of any Class of Revolving Credit Commitments (1) with the proceeds of a Refinancing Facility or (2) that mature earlier than other outstanding Classes of Revolving Credit Commitments) with all other Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term Loans and (G) shall not be have a greater principal amount than the All-In Yield principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable pursuant to by the terms of this Agreement as amended through such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the date incurrence of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.Refinancing Revolving Commitments;

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial any Class of Term Loans, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) if more favorable to the existing Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Incremental Refinancing Amendment or for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase Date or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increasec) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) reasonably satisfactory to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAdministrative Agent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or Refinanced Debt (other than in the case of any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TranchePermitted Earlier Maturity Debt), (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt (other than in the case of any Permitted Earlier Maturity Debt), (C) shall have an Applicable MarginRate and Adjusted Term SOFR or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees or other amounts as determined by the Borrower and the applicable Incremental Term Loan Lender(sRefinancing Lenders or arranger(s), and, (E) (I) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Refinancing Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such Term Loans hereunder., (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, (G) shall not be guaranteed by any Person that is not otherwise a Guarantor, and (H) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement and/or a Second Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination arrangement reasonably satisfactory to the Borrower and the Administrative Agent); and (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans[Reserved].

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Revolving Credit Commitments, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Amendment, in the case of any Class of Incremental Loans and Incremental Commitments, for the benefit of the Revolving Credit Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) [reserved]. (ii) the Incremental Term Commitments and Incremental Loans: (A) as (I) shall rank pari passu or junior in right of payment with the Revolving Credit Loans, (II) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Amendment DateCommitments and Incremental Loans, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall rank pari passu in right of security with the Revolving Credit Loans available under the Revolving Credit Commitments, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Term Loan Maturity Date of with respect to the Initial Term Loans Revolving Credit Commitments and (II) shall not have any scheduled amortization or any Extended Term Loans as mandatory commitment reduction prior to which the Initial Term Loans were Maturity Date with respect to the Existing Term Loan Tranche, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRevolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Commitments and (3) repayment made in connection with a permanent repayment and the termination or reduction of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to an existing Class of Participating Revolving Credit Commitments, shall be included), subject to (other than in the case of a Revolving Commitment Increase) the consent of the Swing Line Lender and each L/C Issuer, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment, provided, such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments, provided, further, that in connection with such election the Swing Line Lender or the L/C Issuers may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with or permanent reduction or termination of, Incremental Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Incremental Commitments and Incremental Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Facility Closing Date, (G) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization Margin determined by the Borrower Borrowers and the applicable Incremental Term Lenders; provided that the Applicable Margin and amortization solely for a Term Loan Revolving Commitment Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,, and (DH) shall have fees determined by the Lead Borrower and the applicable Incremental Term Loan Lender(sCommitment arranger(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder. (iiiii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Lead Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders or lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans:Loans (except as otherwise specified below in this clause (i)): (A1) as shall rank pari passu or junior (if secured) in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2)(x) shall not be secured by any Lien on any property or asset of the Incremental Amendment Date, Borrower or any Guarantor that does not also secure the other Facilities and (y) shall not have a final scheduled maturity date be guaranteed by any Person other than the Guarantors under the other Facilities; (B) shall not mature earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended outstanding at the time of incurrence of such Incremental Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Loans; (BC) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,; (CD) shall have an Applicable Margin, and subject to clauses (e)(i)(ASection 2.14(e)(i)(B) and (e)(i)(BSection 2.14(e)(i)(C) above, shall have a maturity date and amortization determined by the Borrower and the applicable Incremental Term Lenders or other Additional Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and; (E) may participate (x) on (I) a pro rata basis or basis, a less than pro rata basis (but not or a greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and or (IIy) on a pro rata basis or less than a pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(B))) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above and other than call protection to be agreed between the Borrower and the applicable Incremental Lenders) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans, (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing corresponding Facility and (z) covenants or other provisions conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Lenders and that are more favorable to the Lenders). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the All-In Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) (1) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2) (x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Revolving Maturity Date at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date; (D) subject to the provisions of Sections 2.03(m) and 2.04(g), to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued); (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any other Class with a later maturity date than such Class; (F) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date; and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates. (iii) the Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that that, with respect to any Loans made under Incremental Term CommitmentsLoans that are pari passu in right of payment and with respect to security with the Initial Term Loans, the All-In Effective Yield applicable to such Incremental Term Loans shall not be greater than the All-In applicable Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Initial Term Loans Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Initial Term Loans is increased so as to cause the then applicable All-In Effective Yield under this Agreement on the then-outstanding Initial Term Loans to equal the All-In Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any provided if such Incremental Term Loan due to includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the application or imposition of a LIBOR Eurocurrency Rate or Base Rate floor on any Incremental Term Loan floors shall be effected solely through equated to the applicable Effective Yield for purposes of determining whether an increase to the interest rate margin under the Initial Term Loans shall be required, but only to the extent an increase in (or implementation of, as applicable) any LIBOR the Eurocurrency Rate or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable to the Initial Term Loans shall be increased to the extent of such then-outstanding Term Loansdifferential between the Eurocurrency Rate or Base Rate floors.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as 110 1010279941v18 agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions to the extent such terms are (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Refinancing Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Refinancing Amendment DateDate or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that in if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case of a Term Loan Increase or a Revolving Commitment Increasemay be, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase more restrictive terms shall be identical conformed (other than with respect to upfront fees, OID or similar feesadded) to the applicable Class Credit Documents for the benefit of Term Loans or Revolving Loan Commitments being increased, in each case, as the then-existing on the Incremental Facility Closing DateFacilities. . In any event: : (i) the Incremental Refinancing Term Loans: : (A) (I) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement and/or a Junior Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Refinanced Debt; (BC) (I) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt and (CII) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization schedule as determined by the Borrower and the applicable Incremental Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (DE) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and ; (EF) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under 111 1010279941v18 Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of such Term Loans hereunder. ; and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Term Loans; and (ii) the All-In Yield applicable Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the Incremental Term Loans other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of each Class payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Guarantors; (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Lenders; (D) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitments arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be set forth in each applicable Incremental Amendment; providedmade on a pro rata basis or less than a pro rata basis (but not more than a 112 1010279941v18 pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, however(F) may provide that the permanent repayment of Revolving Credit Loans with respect to, that and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any Loans made under Incremental Term termination of undrawn Revolving Credit Commitments or a permanent repayment of any Class of Revolving Credit Commitments (1) with the proceeds of a Refinancing Facility or (2) that mature earlier than other outstanding Classes of Revolving Credit Commitments) with all other Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term Loans and (G) shall not be have a greater principal amount than the All-In Yield principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable pursuant to by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Revolving Commitments; (e) Refinancing Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Commitments shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as amended through appropriate, the date other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Administrative Agent or Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20, including any amendments necessary to establish the Refinancing Loans and/or Refinancing Commitments as a new Class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such calculation new Class or tranche (including to preserve the pro rata treatment of the refinanced and non-refinanced Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with respect to any then-outstanding this Section 2.20. The Borrower will use the proceeds of the Refinancing Term Loans plus 50 basis points per annum unless and Refinancing Revolving Commitments to extend, renew, replace, repurchase, retire or refinance, substantially concurrently, the interest rate applicable Refinanced Debt. (together withf) Reallocation of Revolving Credit Exposure. Upon any Refinancing Facility Closing Date on which Refinancing Revolving Commitments are effected pursuant to this Section 2.20, as provided (a) each of the Revolving Credit Lenders shall assign to each of the Refinancing Revolving Lenders, and each of the Refinancing Revolving Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the proviso below, the LIBOR or Base Rate floor) with respect to the then-Refinancing Revolving Loans outstanding Term Loans is increased so on such Refinancing Facility Closing Date as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase necessary in (or implementation oforder that, as applicable) any LIBOR Rate or Base Rate floor applicable after giving effect to all such then-outstanding Term Loans.assignments and purchases, such Revolving Credit Loans will be held by existing Revolving Credit Lenders and Refinancing Revolving 113 1010279941v18

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the other Lenders of Term Loans and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the other Lenders of Revolving Credit Loans (or such Lenders who have provided Revolving Credit Commitments) or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date). In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date maturity date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginRate and LIBO Rate or Alternate Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Agent and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower Agent and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) basis in any mandatory prepayments of Term Loans hereunder., (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing, and (G) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and to the extent subordinated in right of payment or security, shall be subject to subordination and/or intercreditor arrangements (as applicable) reasonably satisfactory to the Administrative Agent); (H) (I) shall not be secured by any asset other than the Collateral and (II) shall not be guaranteed by any Person other than a Loan Party; and (ii) the All-In Yield Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and to the extent subordinated in right of payment or security, shall be subject to subordination and/or intercreditor arrangements (as applicable) reasonably satisfactory to the Administrative Agent), (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (D) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments (if on a greater than pro rata basis, only to the extent such Refinancing Revolving Credit Commitments are terminated in full), (E) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing, if any, on the Incremental Term Loans of each Class Refinancing Facility Closing Date, (F) shall be have an Applicable Rate and LIBO Rate or Alternate Base Rate floor (if any) determined by the Borrower Agent and the applicable Incremental Lenders Refinancing Revolving Credit Lenders, (G) shall have fees determined by the Borrower Agent and the applicable Refinancing Revolving Credit Commitment arranger(s), (H) shall be set forth in each applicable Incremental Amendment; providednot have a greater principal amount of Commitments than the principal amount of the Commitments of the Refinanced Debt plus accrued but unpaid interest, howeverfees, that premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with respect to any Loans made under Incremental Term Commitmentsthe refinancing, the All-In Yield applicable to such Incremental Term Loans and (I) (I) shall not be greater secured by any asset other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Collateral and (II) shall not be guaranteed by any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Person other than a Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansParty.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial any Class of Term Loans, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) if more favorable to the existing Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Incremental Refinancing Amendment or for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase Date or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increasec) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) reasonably satisfactory to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAdministrative Agent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or Refinanced Debt (other than in the case of any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TranchePermitted Earlier Maturity Debt), (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt (other than in the case of any Permitted Earlier Maturity Debt), (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees or other amounts as determined by the Borrower and the applicable Incremental Term Loan Lender(sRefinancing Lenders or arranger(s), and, (E) (I) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Refinancing Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such Term Loans hereunder., (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, (G) shall not be guaranteed by any Person that is not otherwise a Guarantor, and (H) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement and/or a Second Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination arrangement reasonably satisfactory to the Borrower and the Administrative Agent); and (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans[Reserved].

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (bii) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date). In any event:, (A) the Refinancing Term Loans: 72 (i) the Incremental Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (Bii) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (Ciii) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses clause (e)(i)(A) and (e)(i)(Be)(ii) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Div) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (Ev) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans, prepayments in connection with a refinancing of such Refinancing Loans or pursuant to Section 2.13(h))) in any mandatory or voluntary prepayments of Term Loans hereunder., (iivi) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be have a greater principal amount than the All-In Yield payable pursuant to principal amount of the terms Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term Loans is increased so other Obligations as to cause the then applicable All-In Yield under this Agreement on Refinanced Debt and shall be secured by the then-outstanding Term Loans to equal Collateral and shall have the All-In Yield applicable same rank in right of security with respect to the Incremental Term Loans minus 50 basis pointsother Obligations as the applicable Refinanced Debt; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the the(d) Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions to the extent such terms are (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment DateDate or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that (x) in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of any then-existing Term Loans Loan Facility or Revolving Loan Commitments being increasedCredit Facility, as applicable, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)) and (y) if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the Credit Documents for the benefit of the then-existing Facilities. In any event: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.: [Credit Agreement]

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 Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsClass, and except as otherwise set forth herein, shall be as agreed between the applicable Borrower and the applicable Incremental Lenders; provided that, to the extent the terms of such Incremental Commitments are not identical consistent with the Facilities (except to the Initial Term Loansextent permitted by this Section 2.14), the terms of such Incremental Commitments shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Term LoansLoans and, as applicable, the New Revolving Credit Commitments or Revolving Credit Commitment Increase: (A) as shall rank pari passu in right of payment with any then-existing Term Loans and Revolving Credit Facilities; (B) in the case of Incremental Amendment DateTerm Loans, shall rank pari passu in right of security with any then-existing Class of Term Loans incurred by, and Class of Term Commitments made available to, the same Borrower incurring such Incremental Term Loans; (C) in the case of New Revolving Credit Commitments, shall rank pari passu in right of security with any then-existing Class of Revolving Credit Loans incurred by, and Class of Revolving Credit Commitments made available to, the same Borrower incurring such New Revolving Credit Commitments; (D) in the case of Incremental Term Loans and New Revolving Credit Commitments, shall not be (x) guaranteed by any Person which is not a Loan Party or (y) secured by any assets other than the Collateral (other than any New Revolving Credit Commitments incurred by any new Borrower that is a Non-U.S. Subsidiary that becomes a party to this Agreement after the date of this Agreement in accordance with the terms hereof, which may be guaranteed by Persons that are not Loan Parties on the date when such New Revolving Credit Commitments in favor of such Borrower is established and secured by collateral belonging to such Loan Parties so long as the Lenders that agree to provide such New Revolving Credit Commitments agree to be subject to the DAM Exchange (and become a party to the Re-Allocation Agreement, by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent); (E) shall be subject to the DAM Exchange (and the holders of any Indebtedness or commitments in respect of such Incremental Term Loans and, as applicable, New Revolving Credit Commitments or any Revolving Credit Commitment Increase shall have become a final scheduled maturity date party to the Re-Allocation Agreement, by execution and delivery of a joinder thereto or other arrangement reasonably acceptable to the Administrative Agent); (F) in the case of Incremental Term Loans, shall not mature earlier than the Term Loan Latest Maturity Date of the Initial Term A Loans or any Extended outstanding at the time of incurrence of such Incremental Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Loans; (BG) as in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date of the Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments and shall not have amortization or scheduled mandatory commitment reductions (other than at maturity); (H) in the case of Incremental Amendment DateTerm Loans, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the then-existing Initial Term A Loans,; (CI) shall have an Applicable Marginin the case of Incremental Term Loans, and subject to clauses clause (e)(i)(AB) and (e)(i)(BD) above, shall have amortization determined by the applicable Borrower and the applicable Incremental Term Lenders; provided the ; (J) subject to clause (iii) below, shall have an Applicable Margin determined by the applicable Borrower and amortization solely for a the applicable Incremental Term Loan Increase shall be Lenders or Incremental Revolving Credit Lenders, as applicable; (K) (x) in the Applicable Margin case of Incremental Term Loans, shall be incurred in U.S. Dollars or any Alternative Currency, and amortization for the Class being increased or (y) in the case of the Applicable MarginNew Revolving Credit Commitments, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), denominated in U.S. Dollars; and (EL) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) 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 Initial Term A Loans hereunder., as specified in the applicable Incremental Amendment; (ii) all other material terms of any Incremental Term Loans shall be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the applicable Borrower) to the Lenders providing such Incremental Term Loans than, those applicable to the then-existing Term Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date of the then-existing Term Loans), provided, however, that (X) to the extent the terms and conditions of such Incremental Term Loans are not consistent with one or more of the existing Term Facilities (except to the extent permitted pursuant to clause (i) or clause (ii)(Y) below), such terms and conditions may differ if reasonably satisfactory to the Parent and the Administrative Agent, or (Y) in the event such terms are more favorable (taken as a whole) to the Incremental Lenders providing such additional Term Loans, (A) the applicable Borrowers shall have the right to unilaterally provide the existing Term Lenders with additional rights and benefits and the “substantially identical to” or not “no more favorable” requirement of the preceding proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits and (B) to the extent that an additional financial maintenance covenant is added for the benefit of the Lenders under such Incremental Term Loans, then such financial maintenance covenant shall be added to the Term Facilities that remain outstanding after the issuance or incurrence of such Incremental Term Loans (to the extent not already benefitting from any similar financial maintenance covenant and to the extent that such financial maintenance covenant would be effective prior to the Latest Maturity Date for such Term Facilities) for the benefit of the Term Lenders thereunder (it being understood and agreed that the applicable Borrower may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of the provisos to this clause (ii) have been satisfied at least three (3) Business Days prior to the incurrence of such Indebtedness, and such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to the applicable Borrower of its objection during such three (3) Business Day period (including a reasonable description of the basis upon which it objects)); (iii) all material terms (other than with respect to margin, pricing, maturity or fees) of any Revolving Credit Commitment Increase and Incremental Revolving Credit Loans under such Revolving Credit Commitment Increase shall be identical to the Class of Revolving Credit Commitments and Revolving Credit Loans to which they are being added or otherwise reasonably acceptable to the Administrative Agent; it being understood and agreed that covenants or other provisions applicable only to the periods after the Latest Maturity Date of any then-existing Revolving Credit Commitments and Revolving Credit Loans shall be acceptable, subject, solely as to administrative matters to the consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed), provided, however, that (X) to the extent the terms and conditions of such Incremental Revolving Credit Commitments are not consistent with one or more of the existing Multicurrency Revolving Credit Facility or any other existing Revolving Credit Facility (except to the extent permitted pursuant to clause (i) or clause (iii)(Y) below), such terms and conditions may differ if reasonably satisfactory to the Parent and the Administrative Agent, or (Y) in the event such terms are more favorable (taken as a whole) to the Incremental Lenders providing such Incremental Revolving Credit Commitments, (A) the Borrowers shall have the right to unilaterally provide the existing Multicurrency Revolving Credit Lenders or existing Lender under any other existing Revolving Credit Facility with additional rights and benefits and the “identical to” or not “reasonably acceptable” requirement of the preceding proviso and compliance therewith shall be determined after giving effect to such additional rights and benefits and (B) to the extent that an additional financial maintenance covenant is added for the benefit of the Lenders with such Incremental Revolving Credit Commitments, then such financial maintenance covenant shall be added to the existing Multicurrency Revolving Credit Facility and any other existing Revolving Credit Facility that remains outstanding after such Incremental Revolving Credit Commitments become effective (to the extent not already benefitting from any similar financial maintenance covenant and to the extent that such financial maintenance covenant would be effective prior to the Latest Maturity Date for such Facilities) for the benefit of the existing Multicurrency Revolving Credit Lenders thereunder or existing Revolving Credit Lenders under such other existing Revolving Credit Facilities (it being understood and agreed that the Parent may, at its option, deliver a certificate to the Administrative Agent certifying that the requirements of the provisos to this clause (iv) have been satisfied at least three (3) Business Days prior to the incurrence of such Indebtedness, and such certification shall be conclusive evidence that such requirements have been satisfied unless the Administrative Agent provides notice to the Parent of its objection during such three (3) Business Day period (including a reasonable description of the basis upon which it objects)); (iv) with respect to any Incremental Term Loan or New Revolving Credit Commitments, the All-In Yield applicable to the such Incremental Term Loans or New Revolving Credit Commitments, as applicable, of each Class shall be determined by the applicable Borrower and the applicable Incremental Term Lenders or Incremental Revolving Credit Lenders, and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, if the All-In Yield applicable to in respect of any such Class of pro rata Incremental Term Loans shall not be greater than incurred on or prior to the date that is 12 months after the Closing Date exceeds the All-In Yield payable pursuant to the terms in respect of this Agreement as amended through the date of such calculation with respect to any then-outstanding existing Initial Term A Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso belowby more than 0.50%, the LIBOR or Base Rate floor) with respect to the Applicable Margin of such then-outstanding existing Initial Term A Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal shall be adjusted such that the All-In Yield applicable of such then-existing Initial Term A Loans equals the All-In Yield of such Indebtedness minus 0.50%; provided that any amendments to the Incremental Applicable Margin in respect of any then-existing Initial Term A Loans minus 50 basis pointsthat become effective subsequent to the Closing Date but prior to the time of such Indebtedness is incurred or borrowed shall also be included in such calculations, effective upon the making of loans under such Indebtedness; provided, further, that any increase in if such Indebtedness includes a LIBOR Rate floor greater than 0.00% per annum or an ABR floor greater than 1.00% per annum, such differential between the LIBOR Rate floor or the ABR floor, as the case may be, shall be equated to the applicable All-In Yield to any Term Loan due for purposes of determining whether an increase to the application or imposition of a interest rate margin under the Initial Term A Loans shall be required, but only to the extent an increase in the LIBOR or Base Rate floor on or ABR floor in the Initial Term A Loans, as the case may be, would cause an increase in the interest rate then in effect thereunder, and in such case, the LIBOR Rate floor or ABR floor (but not the interest rate margin), applicable to the Initial Term A Loans shall be increased to the extent of such differential between the LIBOR Rate floors or ABR floors, as the case may be; and (v) to the extent any Incremental Term Loans are made in the form of a Term Loan Increase or are Incremental Term Loans with the same terms as the Initial Term A Loans made on the Closing Date, (i) the scheduled amortization payments under Section 2.07(a) required to be made after the making of such Incremental Term Loans shall be effected solely through an increase ratably increased by the aggregate principal amount of such Incremental Term Loans and shall be further increased for all Lenders on a pro rata basis to the extent necessary to avoid any reduction in the amortization payments to which the Term Lenders were entitled before such recalculation and (ii) in the event that, prior to the incurrence of any Incremental Term Loans made in the form of a Term Loan Increase or implementation ofIncremental Term Loans with the same terms as the Initial Term A Loans made on the Closing Date, the Initial Term A Loans made on the Closing Date, pursuant to any other Term Loan Increase or any other Incremental Term Loans made on the same terms as applicablethe Initial Term A Loans made on the Closing Date have scheduled amortization payments under Section 2.07(a) any LIBOR Rate or Base Rate floor applicable that are less than 0.25% of the aggregate principal amount of such Initial Term A Loans when initially incurred, then the scheduled amortization payments on the Incremental Facility Closing Date of such Incremental Term Loans shall be increased to be equal quarterly installments of principal equal to 0.25% of the aggregate principal amount of such then-outstanding Initial Term LoansA Loans originally incurred.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (bii) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date). In any event, (A) the Refinancing Term Loans: (i) the Incremental Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (Bii) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (Ciii) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses clause (e)(i)(A) and (e)(i)(Be)(ii) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (Div) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (Ev) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans, prepayments in connection with a refinancing of such Refinancing Loans or pursuant to Section 2.13(h))) in any mandatory or voluntary prepayments of Term Loans hereunder., (iivi) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be have a greater principal amount than the All-In Yield payable pursuant to principal amount of the terms Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term Loans is increased so other Obligations as to cause the then applicable All-In Yield under this Agreement on Refinanced Debt and shall be secured by the then-outstanding Term Loans to equal Collateral and shall have the All-In Yield applicable same rank in right of security with respect to the Incremental Term Loans minus 50 basis pointsother Obligations as the applicable Refinanced Debt; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (iii)(A)-(G) below, as applicable, applicable and (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) otherwise reasonably satisfactory to the Administrative Agent Refinancing Arranger (except for covenants or other provisions (ai) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (bii) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event: , (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable Margininterest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clauses (e)(i)(A) and clause (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), andRefinancing Arrangers, (E1) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basisbasis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder.and (2) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (iiF) shall not have a greater principal amount than the All-In Yield applicable principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) shall rank pari passu in right of payment and security (but without regard to the Incremental Term Loans control of each Class remedies) with the other Obligations under this Agreement, shall not at any time be determined guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and the applicable Incremental Lenders and shall be set forth obligations in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans thereof shall not be greater secured by any property or assets of the Borrower or any Restricted Subsidiary other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis pointsCollateral; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Refinancing Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and, (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans and other Loans that are required to be secured on a pari passu lien basis with the Initial Loans (and, if applicable, subject to a Subordination Agreement and/or the Junior Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans[reserved].

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of term loans or revolving credit commitments, as applicable, each existing on the Initial Term Loansapplicable Refinancing Facility Closing Date, shall be consistent with clauses clause (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable (as reasonably satisfactory determined by the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event: : (i) the Incremental The Refinancing Term Loans: : (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Refinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Refinanced Debt on the date of incurrence of such Refinancing Loans, , (C) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, (D) shall not have an Applicable Margina greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans, (E) (1) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans, Term B Loans and subject to clauses (e)(i)(A) Revolving Credit Loans and (e)(i)(B2) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall either be (x) secured by the Applicable Margin Collateral (and amortization for shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Class being increased Obligations or (y) in the case of the Applicable Marginunsecured; provided that if such Indebtedness is secured, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased it shall be automatically increased as and subject to an intercreditor agreement on terms reasonably satisfactory to the extent necessary to eliminate such deficiency, Administrative Agent, and (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term A Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Commitments, and except as otherwise set forth hereinRefinancing Commitments and, to the extent not substantially identical to any Class of Term Loans existing on the Initial Term LoansRefinancing Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e)), shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory no more favorable to the Administrative Agent Refinancing Lenders in respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except for covenants or other except, in each case, if any such more favorable provisions are (aA) conformed (or added) in the Loan Documents pursuant to the related Incremental Refinancing Amendment or for the benefit of the Lenders, (bB) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase Refinancing Facility Closing Date or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increaseC) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) otherwise reasonably satisfactory to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAdministrative Agent). In any event: (i) event the Incremental Refinancing Term Loans: : (A1) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Refinanced Debt, (B2) as of the Incremental Amendment Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt, (C3) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization interest rate provisions determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be , (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D4) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and (E5) may participate (x) on (I) a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and or (IIy) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.,

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory otherwise, at the option of the Borrowers, either (x) reflect market terms and conditions (taken as a whole) at the time of such refinancing (as determined by the Administrative Borrower in good faith) or (y) if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Borrowers (as determined by the Administrative Agent Borrower in good faith), when taken as a whole, than the terms of the applicable Class under the Facilities being refinanced or replaced (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in Term Loans and Revolving Credit Commitments existing at the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) time of such Term Loan Increase refinancing). If necessary to consummate any such Refinancing Loans or Revolving Commitment Increase shall be identical (other than Refinancing Commitments as fungible for U.S. federal income tax purposes with respect to upfront fees, OID or similar fees) to the applicable an existing Class of Term Loans or Revolving Loan Commitments being increasedCredit Commitments, in each case, as existing the interest rate margins and rate floors on the Incremental Facility Closing Dateapplicable existing Class of Term Loans or Revolving Credit Commitments may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Refinanced Debt; provided that (I) Refinancing Term Loans or consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any Extended Refinancing Term Loans as in an aggregate amount not to which exceed the Initial Term Loans were then available Inside Maturity Basket may, in each case, have a final scheduled maturity date earlier than the Existing Term Loan Tranche,Maturity Date of the Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Refinanced Debt; provided that (I) Refinancing Term Loans,Loans consisting of a customary bridge facility so long as the long-term Indebtedness into which such customary bridge facility is to be converted satisfies this criteria and (II) any Refinancing Term Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may, in each case, have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall have an Applicable MarginRate and Eurocurrency Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Borrowers and the applicable Incremental Refinancing Term Lenders; provided that if the Applicable Margin Rate and amortization solely Eurocurrency Rate or Base Rate floor (if any) for a Refinancing Term Loan Increase shall be (x) Loans that constitute an increase to an existing Class of Term Loans is higher than the Applicable Margin Rate and amortization Eurocurrency Rate or Base Rate floor (if any) for the Class being increased or (y) in the case of increased, then the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,. (D) shall have fees determined by the Borrower Borrowers and the applicable Incremental Term Loan Lender(sarranger(s), and; (E) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (F) may provide for the ability to participate on a pro rata basis or less than or greater than a pro rata basis in any voluntary prepayments with any other Class of outstanding Term Loans and may provide for the ability to participate on a pro rata basis or less than pro rata basis (Ibut not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder; (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable; (i) shall rank pari passu in right of payment or junior in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) 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; (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving 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 Revolving Credit 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 Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt; provided that, any Refinancing Revolving Credit Commitments and Refinancing Revolving Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the applicable Maturity Date of the Refinancing Revolving Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments; (D) may include provisions for letter of credit and swing line subfacilities and may be available in Dollars; (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate Commitments (I) in respect of any voluntary prepayments such Class of Term Revolving Credit Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection with any mandatory prepayments of Term Loans hereunder.refinancing thereof permitted by this Agreement; (iiF) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the All-In Yield same assignment and participation provisions applicable to the Incremental Term Revolving Credit Commitments and Revolving Credit Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement existing on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Refinancing Facility Closing Date; (G) shall have an Applicable Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Revolving Credit Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) with respect to any Refinancing Revolving Credit Commitments that constitute an increase to an existing Class of Revolving Credit Commitments is 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 then-outstanding Term Loansdeficiency; (H) shall have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s); (I) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; and (J) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments or Refinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,Refinanced Debt; (C) any Permitted Junior Secured Refinancing Debt or Permitted Unsecured Refinancing Debt shall have a final maturity date which is no earlier than ninety-one (91) days after the Latest Maturity Date then existing; (D) shall have an Applicable MarginMargin and Adjusted LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(AA) and (e)(i)(BB) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,; (DE) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and; (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (iiG) shall not have a greater principal amount than the All-In Yield applicable to principal amount of the Incremental Term Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing; Table of Contents (H) (I) shall rank pari passu or junior in right of payment with the Obligations under the initial Loans that are senior in right of each Class payment and (II) shall be determined secured by the Collateral and shall rank pari passu (which may be in the form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the applicable Incremental Lenders Borrower and the Administrative Agent); and (I) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall be set forth in have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each applicable Incremental Amendment; Class (provided, however, that with if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect to of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Loans made under Incremental Term CommitmentsClass of term loans), the All-In Yield applicable Previously Absent Financial Covenant shall only be required to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of included in this Agreement as amended through for the date benefit of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Revolving Loans.

Required Terms. The terms, provisions and documentation Each Revolving Letter of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any eventCredit issued hereunder shall: (i) by its terms expire no later than five Domestic Business Days prior to the Incremental Term Loans: (A) as Revolving Credit Loan Termination Date; provided that notwithstanding the foregoing, a Revolving Fronting Bank, at its sole discretion and without recourse to the Agent or any NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement 44 other Bank Party, may issue a Revolving Letter of Credit which expires after the Incremental Amendment Revolving Credit Loan Termination Date, shall not have a final scheduled maturity date earlier than provided further that five Domestic Business Days prior to the Term Revolving Credit Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, (B) as of the Incremental Amendment Termination Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (C) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) pay to such issuing Revolving Fronting Bank an amount in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and immediately available funds equal to the extent necessary Available Amount of such Revolving Letter of Credit, to eliminate be held by such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Term Loans hereunder.issuing Revolving Fronting Bank as cash collateral; (ii) be in a face amount of (x) not less than $300,000 (or the All-In Yield applicable equivalent thereof in an Alternative Currency); provided that up to five Revolving Letters of Credit may be issued with stated amounts less than $300,000 (or the equivalent thereof in an Alternative Currency) and (y) not more than the amount that would, after giving effect to the Incremental Term Loans issuance thereof (and the related purchase and sale of each Class shall participations therein pursuant to Section 2.03(b)) cause the Total Outstandings of any Revolving Credit Loan Bank to equal its Revolving Credit Loan Commitment; and (iii) be determined in a form acceptable to the relevant Revolving Fronting Bank. Each Green Revolving Letter of Credit issued hereunder shall: (i) by its terms expire no later than five Domestic Business Days prior to the Green Revolving Credit Loan Termination Date; provided that notwithstanding the foregoing, a Green Revolving Fronting Bank, at its sole discretion and without recourse to the Agent or any other Bank Party, may issue a Green Revolving Letter of Credit which expires after the Green Revolving Credit Loan Termination Date, provided further that five Domestic Business Days prior to the Green Revolving Credit Loan Termination Date, the Borrower shall pay to such issuing Green Revolving Fronting Bank an amount in immediately available funds equal to the Available Amount of such Green Revolving Letter of Credit, to be held by such issuing Green Revolving Fronting Bank as cash collateral; (ii) be in a face amount of (x) not less than $300,000 (or the equivalent thereof in an Alternative Currency); provided that up to five Green Revolving Letters of Credit may be issued with stated amounts less than $300,000 (or the equivalent thereof in an Alternative Currency) and (y) not more than the amount that would, after giving effect to the issuance thereof (and the applicable Incremental Lenders related purchase and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable sale of participations therein pursuant to Section 2.03(b)) cause the terms Green Total Outstandings of this Agreement as amended through the date of such calculation with respect any Green Revolving Credit Loan Bank to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate equal its Green Revolving Credit Loan Commitment; and (together with, as provided iii) be in the proviso below, the LIBOR or Base Rate floor) with respect a form acceptable to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loansrelevant Green Revolving Fronting Bank.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Initial Term LoansRefinancing Closing Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment applicable Refinancing Closing Date) of such Class being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that in that, notwithstanding anything to the case of a Term Loan Increase or a Revolving Commitment Increasecontrary herein, the if any such terms, provisions and documentation (of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other than the Incremental Amendment evidencing such increase) Loan or Commitment of such Term Loan Increase or Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment Increase shall is to be identical provided (whether or not the documentation therefor includes any other than with respect to upfront fees, OID or similar feesfacilities) to and (II) the applicable Class Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Datehereunder). In any event: (i) the Incremental Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt on the date of incurrence of such Refinancing Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (C) shall have an Applicable MarginMargin and, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the Borrower and the applicable Incremental Term Loan Lender(s), andhereunder, (E) in the case of any Refinancing Term Loans secured on a pari passu basis with the Initial Tranche A Term Loans and the Initial Tranche B Term Loans, may provide for the ability to participate on (I) a pro rata basis basis, or on a less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis , (but not on a greater than pro rata basisbasis unless (i) such Refinancing Term Loans were made pursuant to an escrow or other similar arrangement and (ii) such greater than pro rata basis only relates to the proceeds placed in escrow or such other arrangement), in any voluntary or mandatory prepayments of Term Loans hereunder., as specified in the applicable Refinancing Amendment, and (F) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Term Loans were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Term Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the All-In Yield Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Revolving Commitments were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Revolving Commitments and Refinancing Revolving Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement)) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Term Loans Refinancing Closing Date, (G) shall provide that any Refinancing Revolving Commitments may constitute a separate Class or Classes, as the case may be, of each Class Commitments from the Classes constituting the applicable Revolving Commitments prior to the Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; providedRefinancing Revolving Lenders, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans and (I) shall not be greater subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term LoansBorrower hereunder.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Loans each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Term Refinancing Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Refinanced Debt; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans,Refinanced Debt; (C) any Permitted Junior Secured Refinancing Debt or Permitted Unsecured Refinancing Debt shall have a final maturity date which is no earlier than ninety-one (91) days after the Latest Maturity Date then existing; (D) shall have an Applicable MarginRate and Adjusted LIBO Rate or Alternate Base Rate floor (if any), and subject to clauses (e)(i)(AA) and (e)(i)(BB) above, amortization determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,; (DE) shall have fees determined by the Borrower and the applicable Incremental Term Refinancing Loan Lender(sarranger(s), and; (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except in respect of any voluntary prepayments of any Class of Loans with an earlier Maturity Date than any other Classes of Loans or in the case of any permitted refinancing thereof)) in any voluntary or mandatory prepayments of Term Loans hereunder., or if junior in right of security, shall be on a junior basis with respect thereto, (iiG) shall not have a greater principal amount than the All-In Yield applicable to principal amount of the Incremental Term Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing; (H) (I) shall rank pari passu or junior in right of payment with the Obligations under the initial Loans that are senior in right of each Class payment and (II) shall be determined secured by the Collateral and shall rank pari passu (which may be in the form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the applicable Incremental Lenders Borrower and the Administrative Agent); and (I) may include any Previously Absent Financial Covenant so long as the Administrative Agent shall be set forth in have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each applicable Incremental Amendment; Class (provided, however, that with if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect to of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Loans made under Incremental Term CommitmentsClass of term loans), the All-In Yield applicable Previously Absent Financial Covenant shall only be required to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of included in this Agreement as amended through for the date benefit of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Revolving Loans.

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

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiiiiv) below, as applicable, and otherwise as reasonably satisfactory to the Administrative Agent (but in no event shall any such Incremental Facility have covenants and defaults materially more restrictive (taken as a whole) than those under this Agreement except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) and defaults applicable only to periods after the Latest Maturity Date as at the time of the such Incremental Amendment Facility Closing Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Class of Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event:: 55738387_110 (i) the Incremental Term A Loans: (A) as shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of security with the Incremental Amendment DateRevolving Credit Loans and the Term Loans (and, if applicable, shall not have be subject to a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheSecond Lien Intercreditor Agreement), (B) as of the Incremental Amendment Facility Closing Date, shall not have a Maturity Date earlier than the Maturity Date with respect to the Term A Loans (prior to giving effect to any extensions thereof occurring after the Maturity Date), (C) shall have an amortization schedule as determined by the Borrower and the applicable new Lenders, provided that, as of the Incremental Facility Closing Date, such 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 (as originally in effect prior to any amortization or prepayments thereto) on the date of incurrence of such Incremental Term A Loans, (CD) shall have have, subject to clause (e)(iv) below, an Applicable MarginRate and, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) aboveabove and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Term A Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (DE) shall have fees determined by the Borrower and the applicable Incremental Term A Loan Lender(sarranger(s), and, (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (or, if junior in right of security, shall be on a junior basis with respect thereto)) in any voluntary or mandatory prepayments of principal of Term A Loans hereunder., as specified in the applicable Incremental Amendment, including, for the avoidance of doubt, on a less than pro rata basis permitting the Borrower to repay any earlier maturing Term A Loans prior to the repayment of the applicable Incremental Term Loans, and (G) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor; (ii) the All-In Yield applicable Incremental Revolving Credit Commitments and Incremental RevolvingTerm B Loans: (A) shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of security with the Revolving Credit Loans and the Term Loans (and, if applicable, be subject to a Second Lien Intercreditor Agreement), (B) shall provide that the borrowing, prepayments 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 Term Loans Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect commitments (subject to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.clause 55738387_110

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing DateAgent. In any event: (i) the Incremental Refinancing Term Loans: (A) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche,Refinanced Debt; (BC) (I) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt and (CII) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization schedule as determined by the Borrower and the applicable Incremental Term Refinancing Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency,; (D) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; (E) shall have fees determined by the Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and; (EF) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of Term Loans hereunder.; and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Term Loans; and (ii) the All-In Yield applicable Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Incremental Term Loans Refinanced Debt; (C) shall have an all-in-yield (whether in the form of each Class shall be interest rate margin, OID or otherwise) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Lenders; (D) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitments arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be set forth in each applicable Incremental Amendment; providedmade on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, howeverand termination or reduction of, that Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any Loans made under Incremental Term termination of undrawn Revolving Credit Commitments or a permanent repayment of any Class of Revolving Credit Commitments (1) with the proceeds of a Refinancing Facility or (2) that mature earlier than other outstanding Classes of Revolving Credit Commitments) with all other Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term Loans and (G) shall not be have a greater principal amount than the All-In Yield principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable pursuant to by the terms of this Agreement as amended through such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the date incurrence of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.Refinancing Revolving Commitments;

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Refinancing Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, in the case of any Class of Refinancing Loans and Refinancing Commitments, for the benefit of the Revolving Credit Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) [reserved] (ii) the Incremental Term Refinancing Commitments and Refinancing Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Commitments (and, to the extent subordinated in right of payment with respect to the Incremental other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment Datesubstantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be an obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Term Loan Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any mandatory Commitment reductions prior to the maturity date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term LoansRefinanced Debt, (C) shall have an Applicable Marginprovide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Commitments (and related outstandings), and subject to clauses (e)(i)(A2) repayments required upon the Maturity Date of the Refinancing Commitments and (e)(i)(B3) above, amortization determined by repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Commitments after the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (xbut not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyRefinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Refinancing Commitments and Refinancing Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date, (G) shall have an Applicable Margin and Benchmark Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Lenders, (H) shall have fees determined by the Lead Borrower and the applicable Incremental Term Loan Lender(sRefinancing Commitment arranger(s), and (E) may participate on (I) a pro rata basis or less than pro rata basis (but shall not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on have a greater than pro rata basis) in any mandatory prepayments principal amount of Term Loans hereunder. (ii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater Commitments than the All-In Yield payable pursuant to principal amount of the terms Commitments of this Agreement as amended through the date of such calculation Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) with respect to the then-outstanding Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loansrefinancing.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of term loans or revolving credit commitments, as applicable, each existing on the Initial Term Loansapplicable Refinancing Facility Closing Date, shall be consistent with clauses clause (i) and or (ii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable (as reasonably satisfactory determined by the Borrower) to the Administrative Agent Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date (as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the Lenders under the existing Facilities are given the benefit of such terms and provisions. In any event: (i) the Incremental The Refinancing Term Loans: (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan TrancheRefinanced Debt, (B) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Refinanced Debt on the date of incurrence of such Refinancing Loans, (C) shall have an Applicable Margin, not be Guaranteed by any Person other than a Loan Party and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined shall not be borrowed by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization solely for any Person other than a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyParty, (D) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interest and fees determined on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Term Loans, (E) (1) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and (2) shall either be (x) secured by the Borrower Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the applicable Incremental Term Loan Lender(s)Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of then existing Term A Loans hereunder.under Section 2.05, as specified in the applicable Refinancing Amendment; and (ii) the All-In Yield applicable to Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (1) shall rank pari passu in right of payment with the Incremental Term Loans of each Class Obligations and (2) shall either be determined (x) secured by the Borrower Collateral (and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the All-In Yield payable pursuant Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the terms of this Agreement as amended through the Administrative Agent, (B) shall not have a final scheduled maturity date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withearlier than, as provided in the proviso belowor mandatory scheduled commitment reductions prior to, the LIBOR or Base Rate floor) Maturity Date with respect to the then-outstanding Term Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans is increased so with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other then existing Revolving Credit Commitments, (D) all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (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 Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to cause the then applicable All-In Yield any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the then-outstanding Term Loans to equal Refinancing Facility Closing Date, (G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and (H) shall not have a greater principal amount of Commitments than the All-In Yield applicable principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the Incremental Term Loans minus 50 basis points; providedextent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, further, that any increase upfront fees or similar fees) incurred in All-In Yield to any Term Loan due to connection with the application issuance of such Refinancing Revolving Credit Commitments or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Refinancing Revolving Loans.

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: : (i) the Incremental Refinancing Term Loans: : (A) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Refinanced Debt, (B) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt, (C) shall have an Applicable MarginMargin and LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Incremental Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Lead Borrower and the applicable Incremental Refinancing Term Loan Lender(sarranger(s), and (E) may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder. ; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have either a pari passu or junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as applicable (or, alternatively, 105 terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and (ii) the All-In Yield applicable to Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: (A) (I) shall have the Incremental Term Loans same or more junior rank in right of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBOR or Base Rate floor) payment with respect to the then-outstanding Term other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans is increased so as with respect to cause Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then applicable All-In Yield under this Agreement existing on the then-outstanding Term Loans Refinancing Facility Closing Date, (D) may be elected to equal be included as additional Participating Revolving Credit Commitments under the All-In Yield applicable Refinancing Amendment, subject to the Incremental Term consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition and Letters of a LIBOR or Base Rate floor on any Incremental Term Loan Credit shall be effected solely through an increase participated on a pro rata basis by all Participating Revolving Credit Lenders in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such then-outstanding Term Loans.Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, 106

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 Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or the Second Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent) or be unsecured, (B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term B-3 Loans or any Extended Term Loans as to which the Initial Term B-3 Loans were the Existing Term Loan Tranche, (BC) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term B-3 Loans, (CD) shall have an Applicable MarginRate, and subject to clauses (e)(i)(Ae)(i)(B) and (e)(i)(Be)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin Rate and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin Rate and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiencyincreased, (DE) shall have fees determined by the Borrower and the applicable Incremental Term Loan Lender(sarranger(s), and (EF) may participate on (I) a pro rata basis or less than pro rata basis (but not greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basisbasis (except for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Term Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis, (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date with respect to the Initial Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with 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 less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to an existing Class of Participating Revolving Credit Commitment, shall be included), subject to (other than in the case of a Revolving Commitment Increase) the consent of the Swing Line Lender and each L/C Issuer, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment, provided, such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments, provided, further, that in connection with such election the Swing Line Lender or the L/C Issuers may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis with all 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 then existing on the Incremental Facility Closing Date, (G) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders; provided the Applicable Rate for a Revolving Commitment Increase shall be the Applicable Rate for the Class being increased, and (H) shall have fees determined by the Borrower and the applicable Incremental Revolving Credit Commitment arranger(s). (iii) the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term CommitmentsCommitments (to the extent pari passu in right of payment and security with the Term B-3 Loans), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any then-outstanding Term B-3 Loans plus 50 basis points per annum unless the interest rate Applicable Rate (together with, as provided in the proviso below, the LIBOR Eurocurrency Rate or Base Rate floor) with respect to the then-outstanding Term B-3 Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term B-3 Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term B-3 Loan due to the application or imposition of a LIBOR Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate Eurocurrency or Base Rate floor applicable to such then-outstanding Term LoansB-3 Loan.

Required Terms. The terms, provisions and documentation of the Incremental the(d) Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansRefinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants or other provisions to the extent such terms are (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Refinancing Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Refinancing Amendment DateDate or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that in if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case of a Term Loan Increase or a Revolving Commitment Increasemay be, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase more restrictive terms shall be identical conformed (other than with respect to upfront fees, OID or similar feesadded) to the applicable Class Credit Documents for the benefit of Term Loans or Revolving Loan Commitments being increased, in each case, as the then-existing on the Incremental Facility Closing DateFacilities. . In any event: : the Refinancing Term Loans:(i) (iI) (I) shall have the Incremental Term Loans: same or more junior rank in right of payment(A) with respect to the other Obligations as the applicable Refinanced Debt and (AII) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement and/or a Junior Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; [Credit Agreement] as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a final final(B) scheduled maturity date earlier than the Term Loan Maturity Date of the Initial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, Refinanced Debt; (BI) as of the Incremental Amendment Refinancing Facility Closing Date, shall not have a a(C) Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, Refinanced Debt and (CII) shall have an Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization schedule as determined by the Borrower and the applicable Incremental Refinancing Lenders; shall have an all-in-yield (whether in the form of interest rate(D) margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; provided the Applicable Margin and amortization solely for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (D) shall have fees determined by the Borrower and the applicable Incremental applicable(E) Refinancing Term Loan Lender(sarranger(s), and (E) ; may participate on (I) a pro rata basis or basis, less than pro rata basis (but not or(F) greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of such Term Loans hereunder. ; and shall not have a greater principal amount than the principal amount(G) of the Refinanced Debt plus accrued interest, fees, premiums (iiif any) and penalties payable by the All-In Yield applicable to the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of each Class such Refinancing Term Loans; and the Refinancing Revolving Commitments and Refinancing(ii) Revolving Loans: (I) shall have the same or more junior rank in right of payment with(A) respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Guarantors; [Credit Agreement] shall not have a final scheduled maturity date or commitment(B) reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt; shall have an all-in-yield (whether in the form of interest rate(C) margin, OID or otherwise) determined by the Borrower and the applicable Incremental Lenders Refinancing Revolving Lenders; shall have fees determined by the Borrower and the applicable(D) Refinancing Revolving Commitments arranger(s); shall provide that the borrowing and repayment (except for (1)(E) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be set forth in each applicable Incremental Amendment; providedmade on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, howevermay provide that the permanent repayment of Revolving Credit(F) Loans with respect to, that and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any Loans made under Incremental Term termination of undrawn Revolving Credit Commitments or a permanent repayment of any Class of Revolving Credit Commitments (1) with the proceeds of a Refinancing Facility or (2) that mature earlier than other outstanding Classes of Revolving Credit Commitments) with all other Revolving Credit Commitments, the All-In Yield applicable to such Incremental Term Loans and shall not be have a greater principal amount than the All-In Yield principal amount(G) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable pursuant to by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Revolving Commitments; Refinancing Amendment. Commitments in respect of Refinancing Term(e) Loans and Refinancing Revolving Commitments shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement as amended through the date of such calculation with respect to any then-outstanding Term Loans plus 50 basis points per annum unless the interest rate (together withand, as provided appropriate, the other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Administrative Agent or Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the proviso belowreasonable opinion of the Administrative Agent and the Borrower, to effect the LIBOR or Base Rate floor) with respect provisions of this Section 2.20, including any amendments necessary to establish the then-outstanding Term Refinancing Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the then-outstanding Term Loans to equal the All-In Yield applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term Loan due to the application or imposition of a LIBOR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) any LIBOR Rate or Base Rate floor applicable to such then-outstanding Term Loans.and/or [Credit Agreement]