Common use of Required Terms Clause in Contracts

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company and the applicable Refinancing Lenders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may be. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Company applicable Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Term A Loans, Term B Loans or any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms)Date, shall (x) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence or issuance of such Refinancing Indebtedness (as determined by the Parent Borrower in good faith) or (y) be reasonably satisfactory to the Administrative Agent or otherwise market prevailing terms at such time; provided that in the case of a Term Loans A Loan Increase, a Term B Loan Increase or Refinancing a Revolving Commitment Increase of any Class of Revolving Credit Commitments, the terms, provisions and documentation of such Term A Loan Increase, Term B Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Term A Loans, Term B Loans or Class of Revolving Credit Commitments being increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Incremental Term Loans: (A) as shall rank pari passu in right of payment and of security with the Refinancing Facility Closing DateRevolving Credit Loans and the Term Loans, (B) (i) with respect to Incremental Term A Loans, shall not have a final scheduled maturity date mature earlier than the Maturity Date of with respect to the Refinanced DebtTerm A Loans made on the Effective Date (prior to giving effect to any extensions thereof) and (ii) with respect to Incremental Term B Loans, shall not mature earlier than the Maturity Date with respect to the Term B Loans made on the Third Restatement Effective Date (prior to giving effect to any extensions thereof), (BC) as of the Refinancing Facility Closing Date(i) with respect to Incremental Term A Loans, 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 Refinanced Debt, Term A Loans on the date of incurrence of such Incremental Term A Loans (Cexcept 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 an All-In Yield determined 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 Company and Term B Loans prior to the applicable Refinancing Term Lenderstime of such incurrence), (D) shall have fees an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Company applicable Borrower and the applicable Refinancing Incremental Term Loan arranger(s)Lenders, (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 (basis, except for prepayments pursuant to Section 2.13(c)(i)as expressly provided herein) in any mandatory prepayments of Term Loans hereunder, or if junior as specified in right of security, shall be on a junior basis with respect theretothe applicable Incremental Amendment, (F) made to the Swiss Subsidiary Borrower shall not have a greater principal amount than (x) the principal amount exceed an aggregate Dollar Equivalent 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$400,000,000, and (G) except to the extent provided in the immediately preceding clause (IF), 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 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 mature earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and Revolving Credit Facilities in effect on the Effective Date (II) shall not have any scheduled amortization or mandatory commitment reductions prior to the maturity date of the Refinanced Debtgiving effect to any extensions thereof), (C) [reserved], (D) shall provide that be subject to the borrowing provisions of Sections 2.03(m) and repayment (except for (12.04(g) payments to the extent dealing with Swing Line Loans and Letters of interest and fees at different rates on Refinancing Credit which mature or expire after a Maturity Date when there exists Incremental 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 longer Maturity Date, all Swing Line Loans 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 participated on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the U.S. Revolving Credit Commitments then existing on the Refinancing Incremental Facility Closing DateDate (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), (DE) may shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental Facility Closing Date shall 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 CommitmentsCommitments 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, (EF) shall provide that assignments and participations of Refinancing Incremental Revolving Credit Commitments and Refinancing 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 Refinancing Incremental Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable Refinancing Revolving Credit Lenders, (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 fees determined more than nine (9) different Maturity Dates unless otherwise agreed to by the Company and the applicable Refinancing Revolving Credit Commitment arranger(s), andAdministrative Agent, (H) shall not have a greater principal amount of Commitments than an Applicable Rate determined by the applicable Borrower and the applicable Incremental Revolving Credit Lenders, and (xI) may be borrowed by the Parent Borrower or the U.S. Borrower. (iii) the principal amount of amortization schedule applicable to any Incremental Term Loans and 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 All-In Yield applicable to the extent that such additional amount would otherwise Incremental Term Loans or Incremental Revolving Loans of each Class shall be permitted to determined by the applicable Borrower and the applicable new Lenders and shall 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 each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term B Commitments, the Administrative Agent and any Person providing any Refinancing All-In Yield applicable to such Incremental Term B Loans or Refinancing Commitments may rely shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term B Loans established on the Borrower’s certification of compliance Third Restatement Effective Date plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B Loans established on the Third Restatement Effective Date is increased so as to cause the then applicable All-In Yield under this clause (I) (Agreement on such Term B Loans to equal the All-In Yield then applicable to the Incremental Term B Loans minus 50 basis points; provided that the Administrative Agent has not notified such Person any increase in writing of its objection All-In Yield to such calculation prior Term B Loan due to the funding thereof) and, without excusing application of a Eurocurrency Rate or Base Rate floor on any Default Incremental Term B Loan shall be effected solely through an increase in (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 Commitmentsimplementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to such Term B Loan.

Required Terms. The terms, provisions and documentation of the Refinancing Term Incremental Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Incremental Commitments, as the case may be, of any Class shall be as agreed between the Company Lead Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by 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, 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 Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Revolving Commitment Increase shall be identical (other than, solely in the case of a Revolving Commitment Increase, with respect to pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by similar fees) to the Company in its reasonable discretion) at the time applicable Class of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsCommitments being increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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[reserved]. (ii) the Refinancing Revolving Credit Incremental Commitments and Refinancing Revolving Incremental Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans 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 Commitments 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 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 available under 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 AgreementCommitments, (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 Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reductions reduction prior to the maturity date of Maturity Date with respect to the Refinanced DebtRevolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Incremental Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit 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 Refinancing Revolving Credit Incremental Commitments after the associated Refinancing Incremental 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 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 respect to, and or permanent reduction or termination or reduction of, Refinancing Revolving Credit Incremental Commitments after the associated Refinancing Incremental Facility Closing Date be made on a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (EF) shall provide that assignments and participations of Refinancing Revolving Credit Incremental Commitments and Refinancing Revolving 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 Refinancing Incremental Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees an Applicable Margin determined by the Company Borrowers and the applicable Refinancing Incremental Lenders; provided that the Applicable Margin for a Revolving Credit Commitment arranger(s)Increase shall be (x) the Applicable Margin for the Class being increased or (y) 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 (H) shall not have a greater principal amount of Commitments than fees determined by the Lead Borrower and the applicable Incremental Commitment arranger(s). (xiii) 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 All-In Yield applicable to the extent that such additional amount would otherwise Incremental Loans of each Class shall be permitted to determined by the Lead Borrower and the applicable Incremental Lenders and shall 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 (I) (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 applicableeach applicable Incremental Amendment.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (iii)(A)-(G) below, as applicable, applicable and with respect to pricing and optional prepayment or redemption terms), shall (i) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence or issuance of such Indebtedness (as determined by the Borrower in good faith) or (ii) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans or 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 applicable only to periods after the Latest Maturity Date as of the case Refinancing Facility Closing Date) which may bebe added without the consent of any other party. In any event: , (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s)Arrangers, (E1) may participate (x) on a pro rata basis or a basis, 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 that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to Section 2.13(c)(i)any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be and (2) may participate on a junior pro rata basis, less than pro rata basis with respect theretoor greater than pro rata basis in any voluntary prepayment of Term Loans, (F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 applicablerefinancing, and (G) (I) shall rank pari passu in right of payment and security (but without regard to the control of remedies) with the other Obligations under Term Loans this Agreement, shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and Revolving Credit Loans and the obligations in respect thereof shall have the same Guarantors and (II) shall not be secured either on a pari passu basis with by any property or assets of the Obligations Borrower or on a junior basis to any Restricted Subsidiary other than 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 AgreementCollateral; 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental 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 Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Initial Term Loans or Revolving Credit CommitmentsLoans, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by 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 pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by similar fees) to the Company in its reasonable discretion) at the time applicable Class of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsLoan Commitments being increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Incremental Term Loans: (A) as of the Refinancing Facility Closing Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Term Loan Maturity Date of the Refinanced DebtInitial Term Loans or any Extended Term Loans as to which the Initial Term Loans were the Existing Term Loan Tranche, (B) as of the Refinancing Facility Closing Incremental Amendment 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 Refinanced DebtInitial Term Loans, (C) shall have an All-In Yield Applicable Margin, and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing 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 Company Borrower and the applicable Refinancing Incremental Term Loan arranger(sLender(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) with all other Revolving Credit Commitments,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. (Eii) 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 Company Borrower and the applicable Refinancing Revolving Credit Lenders, (G) Incremental Lenders and 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 those Sectionseach 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) and with respect to the Administrative Agent and any Person providing any Refinancing then-outstanding Term Loans or Refinancing Commitments may rely is increased so as to cause the then applicable All-In Yield under this Agreement on the Borrower’s certification of compliance with this clause (I) (provided that then-outstanding Term Loans to equal the Administrative Agent has not notified such Person in writing of its objection to such calculation prior All-In Yield applicable to the funding thereof) andIncremental Term Loans minus 50 basis points; provided, without excusing further, that any Default increase in All-In Yield to any Term Loan due to the application or Event imposition of Default which may arise from a LIBOR or Base Rate floor on any inaccuracy Incremental Term Loan shall be effected solely through an increase 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 Commitmentsimplementation 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 Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class and any Term Loan Increase shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Term Lenders providing such Refinancing Commitments andIncremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Incremental Facility Closing Date Date, shall be reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (except to the extent permitted by clauses (i) and (ii) below, as applicable, and other than with respect to pricing upfront fees, OID or similar fees, it being understood that, if required to consummate such Term Loan Increase transaction, the interest rate margins and optional prepayment rate floors may be increased and additional upfront or redemption terms), shall reflect market terms and conditions (as determined by similar fees may be payable to the Company in its reasonable discretionlenders providing the Term Loan Increase) at to the time of incurrence or issuance of such Refinancing applicable Term Loans or Refinancing Revolving Credit Commitmentsbeing increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Incremental Term Loans: (A) as shall rank equal in priority in right of payment and of security with the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced DebtInitial Term Loans, (B) as of the 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 mature earlier than the Original Term Loan Maturity Date, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Initial Term Loans on the date of incurrence of such Incremental Term Loans (C) shall have an All-In Yield determined by without giving effect to any amortization or prepayment of Term Loans prior to the Company and the applicable Refinancing Term Lenderstime of such incurrence), (D) shall have fees an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(ii) below, amortization determined by the Company Borrower and the applicable Refinancing Incremental Term Loan arranger(s),Lenders, 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 but, except as otherwise permitted by this Agreement, not on a greater than pro rata basis) with all other Revolving Credit Commitments,in any mandatory prepayments of Term Loans under Section 2.03(b)(i), (ii) or (iii)(A), as specified in the applicable Incremental Amendment. (Eii) 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 amortization schedule applicable to Revolving Credit Commitments any Incremental Term Loans 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 Company Borrower and the applicable Refinancing Revolving Credit Lenders, (G) Incremental Term Lenders and 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 those Sectionseach applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments within twelve (12) and months after the Administrative Agent and any Person providing any Refinancing Closing Date, the All-In Yield applicable to such Incremental Term Loans or Refinancing Commitments may rely shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurodollar Rate floor) with respect to the Initial Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Borrower’s certification of compliance with this clause (I) (Initial Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in All-In Yield on the Administrative Agent has not notified such Person in writing of its objection to such calculation prior Initial Term Loans due to the funding thereof) and, without excusing application of a Eurodollar Rate floor on any Default Incremental Term Loan shall be effected solely through an increase in (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 Commitmentsimplementation of, as applicable) the Eurodollar Rate floor applicable to such Loans.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, in the case of any Class of Refinancing Loans and optional prepayment or redemption terms)Refinancing Commitments, shall reflect market terms and conditions (as determined by for the Company in its reasonable discretion) at benefit of the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, Lenders or (b) applicable only to periods after the Latest Maturity Date as of the case may beIncremental Amendment Date). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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[reserved] (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans as the applicable Refinancing 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 Revolving Credit Loans 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 Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, right of security with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to other Obligations as 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 Agreementapplicable Refinanced Debt, (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 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 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 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 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 respect to, and a permanent termination or reduction of, of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (EF) 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, (FG) shall have All-In Yield an Applicable Margin and Benchmark Rate or Base Rate floor (if any) determined by the Company Borrowers and the applicable Refinancing Revolving Credit Lenders, (GH) shall have fees determined by the Company Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and (HI) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 (I) (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 applicablerefinancing.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Incremental Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between among the Company Borrower, the Administrative Agent and the applicable Refinancing Lenders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Incremental Commitments, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may be. In any event: (i) any Incremental Commitments with respect to a Revolving Commitment Increase shall be on terms and conditions identical to the Refinancing Term Loans:Aggregate Revolving Commitments; (Aii) as 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 Loan Commitments with respect thereto), no consent for such financial maintenance covenant shall be required from the Administrative Agent or any of the Refinancing Lenders to the extent that such financial maintenance covenant is also added for the benefit of the existing credit facilities hereunder); provided, that, any new Class of Incremental Term Loan shall (A)(1) rank pari passu in right of payment and of security with the Revolving Credit Facility Closing Dateand (2) have no obligors other than the Loan Parties, shall (B) not have a final scheduled maturity date mature earlier than the latest Maturity Date of the Refinanced Debt, Revolving Credit Facility at the time of incurrence of such Incremental Term Loan, (BC) as of the Refinancing Facility Closing Dateother than customary amortization, 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 then-remaining Weighted Average Life to Maturity of the Refinanced Debt, Revolving Credit Facility and (D) subject to clauses (B) and (C) shall of the proviso to this Section 2.16(e)(ii) set forth above, have an All-In Yield Applicable Rate, fees, customary amortization and customary mandatory prepayments determined by the Company Borrower and the applicable Refinancing Lenders providing such Incremental Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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 applicableLoan.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment the Administrative Agent (except for covenants or redemption terms)other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, shall reflect market terms and conditions (as determined by x) in the Company in its reasonable discretion) at the time case of incurrence or issuance any Class of such Refinancing Term Loans or 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 case may beIncremental Amendment Date). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield Applicable Margin 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 Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Lead Borrower and the applicable Refinancing Term Loan arranger(s), (E) may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder and (II) 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)(i2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder; provided that, or if any such Refinancing Term Loans that are junior in right of security, shall be 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 respect theretothe Term B Loans, (F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 applicablerefinancing, and (G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations under Term Loans and Revolving Credit Loans and shall have as the same Guarantors and 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 on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Term Loans; provided that, right of security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis other Obligations as the applicable Refinanced Debt (and, to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; provided, further, extent subordinated in right of payment or security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the other Obligations, such Refinancing Term Loans shall be subject to a Junior Lien Intercreditor 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 Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: (A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans and as the applicable Refinancing Revolving Credit Loans 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 Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, right of security with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to other Obligations as 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 Agreementapplicable Refinanced Debt, (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 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 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 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 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 respect to, and a permanent termination or reduction of, of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (EF) 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 Refinancing Facility Closing Date, (FG) shall have All-In Yield an Applicable Margin and LIBO Rate or Base Rate floor (if any) determined by the Company Borrower and the applicable Refinancing Revolving Credit Lenders, (GH) shall have fees determined by the Company Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and (HI) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 (I) (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 applicablerefinancing.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class class shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class class of Incremental Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise shall be (taken as a whole) no more favorable to the Incremental Lenders than those applicable to the Facility, except to the extent such terms, (I) 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 (II) are applicable only to periods after the Maturity Date as of the Incremental Amendment Date; provided that in the case of an Incremental Term Loan Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase shall be identical (other than with respect to pricing and optional prepayment upfront fees, original issue discount or redemption terms), shall reflect market terms and conditions (as determined by similar fees) to the Company in its reasonable discretion) at the time applicable class of incurrence or issuance of such Refinancing Incremental Term Loans or Refinancing Revolving Credit Commitments, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Incremental Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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 or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment and (II) if secured, 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 and shall rank junior basis in right of security to the Obligations, such Refinancing Revolving Credit Commitments shall be established as Obligations (and subject to a Facility separate from the Revolving Credit Commitments provided herein; provided, further, with respect customary subordination agreement (if subject to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to the Obligations, such Refinancing Revolving Credit Commitments payment subordination)) and shall be subject to a Junior Lien the ABL Intercreditor Agreement, (B) (I) as of the Incremental Amendment Date, such Incremental Term Loans shall not have a final scheduled maturity date or mandatory commitment reduction date earlier than the Latest 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 Debtall then outstanding Loans, (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 as of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with Incremental Amendment Date, shall have a permanent repayment and termination Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity 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 DateLoans, (D) may provide that the permanent repayment of Revolving Credit Loans with respect toshall have an Applicable Rate, and termination subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the applicable Incremental Term Lenders; provided the Applicable Rate and amortization for an Incremental Term Loan Increase shall be (x) the Applicable Rate and amortization for the class being increased or reduction of(y) in the case of the Applicable Rate, Refinancing Revolving Credit Commitments after higher than the associated Refinancing Facility Closing Date Applicable Rate for the class being increased as long as the Applicable Rate for the class being increased shall 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 Commitmentsautomatically increased as and to the extent necessary to eliminate such deficiency, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have currency, original issue discount or fees determined by the Company Borrower and the applicable Refinancing Revolving Credit Commitment Incremental Term Loan arranger(s) and/or lender(s), and (HF) if secured, shall not have a greater principal amount of Commitments than (x) be secured by Liens or any assets that do not otherwise secure the principal amount of the Commitments of the Refinanced Debt plus (y) accrued interestTerm Facility, feesand if guaranteed, premiums (if any) and penalties thereon and reasonable feesshall not be guaranteed by, 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 or otherwise be permitted obligations of, any Person that is not otherwise the Borrower or a Guarantor, (ii) if the Incremental Arranger is not the Administrative Agent, the actions authorized to be incurred and secured on a pari passu basis taken by the Incremental Arranger herein shall be done in consultation 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, 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 Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (provided that comments to such documentation reasonably requested by the Administrative Agent has shall be reflected therein; and (iii) The Borrower will use the net proceeds of the Incremental Term Loans for working capital, general corporate purposes and any other purposes 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 prohibited by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicablethis Agreement.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall (A) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence or issuance of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans or 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 (ii) applicable only to periods after the Latest Maturity Date as of the case Refinancing Facility Closing Date) which may bebe added without the consent of any other party. In any event: , (iA) the Refinancing Term Loans: (Ai) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (Bii) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (Ciii) shall have an All-In Yield interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (Div) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), (EA) may participate (x) on a pro rata basis or a basis, 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 that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to Section 2.13(c)(i)any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be and (B) may participate on a junior pro rata basis, less than pro rata basis with respect theretoor greater than pro rata basis in any voluntary prepayment of Term Loans, (Fvi) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 applicablerefinancing, and (G) (Ivii) shall have the same rank pari passu in right of payment with respect to the other Obligations under Term Loans as the applicable Refinanced Debt and Revolving Credit Loans shall be secured by the Collateral 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, security with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior to other Obligations as the maturity date of the applicable 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Revolving Credit Lenders providing such Refinancing Commitments andIncremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or the Revolving Credit Commitments, as applicable, Commitments existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms)Date, shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may bebe reasonably satisfactory to Administrative Agent. In any event: (i) the Refinancing Term Incremental 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 of the Refinancing Facility Closing Date, any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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 and of security with the Obligations under Term Loans and Revolving Credit Loans and shall (y) 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 ObligationsGuarantees as, 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans 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 require no scheduled amortization or mandatory commitment reductions reduction prior to the maturity date of Maturity Date for the Refinanced Debtexisting Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date maturity date of the Refinancing Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with subject to clause (E) below)) of Loans with respect to Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental 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 Incremental Facility Closing Date, (D) may provide that 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 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 or reduction of, Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental Facility Closing Date shall 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 CommitmentsCommitments 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, (EF) shall provide that assignments and participations of Refinancing Incremental Revolving Credit Commitments and Refinancing 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 Refinancing Incremental Facility Closing Date,, and (FG) 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, any original Revolving Credit Commitments and Extended Revolving Credit Commitments) which have more than four (4) different Maturity Dates. (H) For the avoidance of doubt, all Incremental Revolving Credit Commitments shall be effectuated under the Loan Documents and the Administrative Agent shall be the sole administrative agent and collateral agent therefor. (ii) the All-In Yield applicable to the Incremental Revolving Credit Commitments of each Class shall be determined by the Company Borrower and the applicable Refinancing Revolving Credit Lenders, (G) new Lenders and 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 those Sections) and each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Revolving Credit Commitments, 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 the Administrative Agent has not notified such Person in writing of its objection All-In Yield applicable to such calculation prior Incremental Revolving Credit Commitments shall not be greater than the applicable All-In Yield payable pursuant to the funding thereof) and, without excusing any Default or Event terms of Default which may arise from any inaccuracy in this Agreement as amended through the date of 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 calculation with respect to outstanding Revolving Credit Commitments, as applicable, plus 50 basis points per annum unless the Applicable Rate with respect to the Revolving Credit Commitments is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Revolving Credit Commitments to equal the All-In Yield then applicable to the Incremental Revolving Loans, as applicable, minus 50 basis points.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Term Lenders providing such Refinancing Commitments andTerm Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), otherwise shall reflect market terms and conditions be (taken as a whole) not materially more favorable (as reasonably determined by the Company in its reasonable discretionBorrower and conclusively evidenced by a certificate of the Borrower) at to the time Refinancing Term Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of incurrence or issuance the 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, notwithstanding anything to the contrary herein, 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 Loan or Refinancing Revolving Credit Commitments, as the case may beCommitment of such Class. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt on the date of incurrence of such Refinancing Term Loans (except by virtue of amortization or prepayment of the Refinanced Debt prior to the time of such incurrence), (C) shall have an All-In Yield Applicable Margin and, subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (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 Company and the applicable Refinancing Term Loan arranger(s)Borrower hereunder, (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 (x) on a pro rata basis basis, or on 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)(ibasis)) , in any voluntary or mandatory prepayments of Term Loans hereunder, or if junior as specified 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 applicable 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 applicableAmendment, and (GF) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall either be (x) secured by the Collateral (and shall not be secured either on a by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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; andunsecured. (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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.[Reserved]

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (iii)-(vii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall (A) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence or issuance of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans or 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 (ii) applicable only to periods after the Latest Maturity Date as of the case Refinancing Facility Closing Date) which may bebe added without the consent of any other party. In any event: , (iA) the Refinancing Term Loans: (Ai) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (Bii) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (Ciii) shall have an All-In Yield interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (Div) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), (Ev) (A) may participate (x) on a pro rata basis or a basis, 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 that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to Section 2.13(c)(i)any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be and (B) may participate on a junior pro rata basis, less than pro rata basis with respect theretoor greater than pro rata basis in any voluntary prepayment of Term Loans, (Fvi) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 applicablerefinancing, and (G) (Ivii) shall have the same rank pari passu in right of payment with respect to the other Obligations under Term Loans as the applicable Refinanced Debt and Revolving Credit Loans shall be secured by the Collateral 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, security with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior to other Obligations as the maturity date of the applicable 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental 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 Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Incremental Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may be. In any event; provided that: (i) the Refinancing terms of any Term Loan Increase and the Incremental Term Commitments and Incremental Term Loans in respect thereof shall be identical to the applicable Class of Term Loans and constitute part of the same Class of Term Loans; (ii) in respect of all other Incremental Term Loans: (A) as such Incremental Term Loans shall rank pari passu in right of payment and of security with the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced DebtInitial Term Loans, (B) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Company and the applicable Refinancing such Incremental Term Lenders but Loans shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans, (C) such Incremental Term Loans shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the Refinanced Debttime of incurrence of such Incremental Term Loans (without giving effect to prior prepayments that would otherwise modify the Weighted Average Life to Maturity of the Term Loans), (CD) such Incremental Term Loans shall have an All-In Yield Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(i)(I) below, amortization determined by the Company Borrower and the applicable Refinancing Incremental Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (E) the Incremental Term Loans 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 on a greater than pro rata basis) with all other Revolving Credit Commitments, (E) shall provide that assignments and participations in any voluntary or mandatory prepayments of Refinancing Revolving Credit Commitments and Refinancing Revolving Term Loans shall be governed by hereunder, as specified in the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing DateIncremental Amendment, (F) the Incremental Term Loans shall otherwise have All-In Yield terms and conditions, covenants or other provisions (other than, subject to the other provisions of this Section 2.14, pricing, rate floors, discounts, fees, premiums and optional prepayment or redemption provisions) that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the terms and conditions of the Loan Documents (when taken as a whole); provided that a certificate of the Borrower as to the satisfaction of the conditions described in this subclause (F) delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined by in good faith that such terms and conditions satisfy the Company and foregoing requirements of this subclause (F), shall be conclusive unless the applicable Refinancing Revolving Credit Administrative Agent (acting at the direction of the Required Lenders) notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date at the time of incurrence of such Indebtedness or shall otherwise be reasonably satisfactory to the Administrative Agent (acting at the direction of the Required Lenders), (G) (I) there shall have fees determined by be no borrower in respect of any Incremental Term Loans other than the Company Borrower and (II) there shall be no other obligor or guarantor in respect of the applicable Refinancing Revolving Credit Commitment arranger(s), andIncremental Term Loans other than a Guarantor; (H) no Incremental Term Loans shall be secured by any assets that do not have a greater principal amount of Commitments than constitute Collateral; and (xI) the principal amount of amortization schedule applicable to any Incremental Term Loans and 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 All-In Yield applicable to the extent Incremental Term Loans of each Class shall be determined by the Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided that such additional amount would otherwise be permitted with respect to be incurred and any Loans under Incremental Term Loan Commitments that are secured by the Collateral on a pari passu basis with the Obligations Initial Term Loans with a maturity date that is less than 12 months after the Initial Term Loan Maturity Date, (I) if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to Sections 7.01 and 7.03 the terms of this Agreement as amended through the date of such calculation with respect to such Initial Term Loans by more than 50 basis points per annum (it being understood the amount of such excess, the “Yield Differential”), then the interest rate (together with, as provided in the proviso below, the Term SOFR or Base Rate floor) with respect to the Initial Term Loans shall be increased by the applicable Yield Differential; provided that, if any Incremental Term Loans include a Term SOFR or Base Rate floor that any is greater than the Term SOFR or Base Rate floor applicable to the Initial Term Loans, such additional amount differential between interest rate floors shall utilize availability under any “basket” set forth be included in those Sections) and the Administrative Agent and any Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification calculation of compliance with All-In Yield for purposes of this clause (Iiii) (provided that the Administrative Agent has not notified such Person in writing of its objection to such calculation prior but only to the funding thereof) andextent an increase in the Term SOFR or Base Rate Floor applicable to the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, without excusing any Default or Event of Default which may arise from any inaccuracy and in such certificationcase the Term SOFR and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the Initial Term Loans shall be increased to the extent of such certification will differential between interest rate floors and (II) the prepayment premiums, end of term fees and similar call protection applicable to any Incremental Term Loans, if any, shall not be deemed accurate greater than those applicable to the Initial Term Loans, unless the Initial Term Loans shall also benefit from such prepayment premiums, end of term fees and/or similar call protection (this proviso, the “MFN Protection”); and (iii) the proceeds of any Incremental Term Loans (including any Term Loan Increase) shall be used solely for purposes Specified Existing Term Loan Exchanges and exchanges of determining whether Existing Secured Notes or Existing Unsecured Notes or, in the financing provided by case of any Person relying thereon qualifies as Refinancing Loans or Refinancing new money Incremental Term Commitments, as applicableto prepay, refinance, repurchase, redeem, satisfy or discharge Existing Term Loans, Existing Secured Notes or Existing Unsecured Notes pursuant to clauses (iv), (x), (xi) or (xii) of Section 7.13(a).

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrowers and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms)otherwise, shall at the option of the Borrowers, either (x) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence such refinancing (as determined by the Administrative Borrower in good faith) or issuance (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 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 applicable only to periods after the Latest Maturity Date of the Term Loans and Revolving Credit Commitments existing at the time of such refinancing). If necessary to consummate any such Refinancing Loans or Refinancing Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Refinancing Revolving Credit Commitments, as the case interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may bebe automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders. In any event: (i) the The Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; provided that Refinancing Term 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 final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt; (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,; provided that Refinancing Term 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 All-In Yield Applicable Rate 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 Company Borrowers and the applicable Refinancing Term Lenders,; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for Refinancing Term Loans that constitute an increase to an existing Class of Term Loans 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 deficiency. (D) shall have fees determined by the Company Borrowers and the applicable Refinancing Term Loan arranger(s),; (E) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (F) may provide for the ability to 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 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 (but not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.13(c)(i2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto,; (FG) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing but unpaid interest on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Indebtedness plus the amount would otherwise 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 and secured on a pari passu basis with the Obligations pursuant to under 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 Commitments7.03, as applicable, and; (G) (Ii) 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 shall have (ii) will either be secured solely by the same Guarantors and (II) shall be secured either on a pari passu basis with Collateral securing the Obligations or on a junior basis shall be unsecured and (ii) to the Obligations, in each case over the same extent (or lessx) 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 Obligationsany Applicable Lien, 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 the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement; 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) (Ii) shall rank pari passu in right of payment with with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and shall have will either be secured solely by the same Guarantors and (II) shall be secured either on a pari passu basis with Collateral securing the Obligations or on a junior basis shall be unsecured and (ii) to the Obligations, in each case over the same extent (or lessx) 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 Obligationsany Applicable Lien, 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 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) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 applicable Maturity Date of the Refinancing Revolving Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayment 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 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,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 such Class of Revolving Credit Loans on a greater than pro rata basis as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection with any refinancing thereof permitted by this Agreement; (EF) 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,; (FG) shall have All-In Yield an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Company 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 deficiency; (GH) shall have fees determined by the Company 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 (HJ) shall not have a greater principal amount of Commitments than (x) the principal amount of the utilized Commitments of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing but unpaid interest on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Indebtedness plus the amount would otherwise 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 and secured on a pari passu basis with the Obligations pursuant to under 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 (I) (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 Commitments7.03, as applicable.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield Applicable Rate 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 Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), (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)(i2.05(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 (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 OID 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 applicablerefinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either on a by the Collateral and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or less) Collateral that secures the under Term Loans; provided that, with respect to any Refinancing Term Loans and Revolving Credit Loans that are secured by the Collateral on a junior first lien basis to the Obligations(and, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; providedif applicable, 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 Subordination Agreement and/or the Second Lien Intercreditor AgreementAgreement (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 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 and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either on a rank pari passu basis in right of security with the Obligations or on a junior basis to under the Obligations, in each case over the same (or less) Collateral that secures the Revolving Credit Commitments Term Loans and Revolving Credit Loans; provided that, with respect to any Refinancing Revolving Credit Commitments Loans 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 Agreementfirst lien basis, (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 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 or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (EF) 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, (FG) shall have All-In Yield an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Company Borrower and the applicable Refinancing Revolving Credit Lenders, (GH) shall have fees determined by the Company Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and (HI) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 (I) (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 applicablerefinancing.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to (or constituting a part of) any Class of Term Loans term loans or Revolving Credit Commitmentsrevolving credit commitments, as applicable, each existing on the applicable Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and with respect otherwise shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to pricing the Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), shall reflect market unless the Lenders under the existing Facilities are given the benefit of such terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beprovisions. In any event: (i) the The Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt on the date of incurrence of such Refinancing Loans, (C) shall have an All-In Yield determined not be Guaranteed by the Company any Person other than a Loan Party and the applicable Refinancing Term Lendersshall not be borrowed by any Person other than a Loan Party, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) any accrued interest, fees, premiums (if any) but unpaid interest and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Refinancing Term Loans plus the amount would otherwise be permitted 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 and secured on a pari passu basis in connection with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any issuance of 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, andTerm Loans, (GE) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall either be (x) secured by the Collateral (and shall not be secured either on a by any assets not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) Collateral that secures the Term Loansunsecured; provided thatthat if such Indebtedness is secured, 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 it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (F) may participate on a Junior Lien Intercreditor Agreementpro 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 under Section 2.05, as specified in the applicable Refinancing Amendment; 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 either be (x) secured by the Collateral (and shall not be secured either on a by any assets not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loansunsecured; provided thatthat if such Indebtedness is secured, 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 it shall be subject to a Junior Lien Intercreditor Agreementan intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, (B) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 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 then existing Revolving Credit Commitments, (D) all Swing Line Loans and participations in Letters of Credit shall be participated on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the Revolving Credit Commitments then existing on the Refinancing Facility Closing DateDate (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), (DE) may shall provide that the permanent repayment of Refinancing Revolving Credit 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 basis, or on a less than pro rata basis (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 Credit CommitmentsLoans on a greater than pro rata basis as compared to 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, (EF) 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 determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees determined not be Guaranteed by the Company any Person other than a Loan Party and the applicable Refinancing Revolving Credit Commitment arranger(s)shall not be borrowed by any Person other than a Loan Party, and (H) shall not have a greater principal amount of Commitments than (x) the principal amount of the utilized Commitments of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) but unpaid interest and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional Refinancing Revolving Credit Commitments plus the amount would otherwise be permitted 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 and secured on a pari passu basis in connection with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any issuance of 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 Revolving Credit Commitments or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (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 applicableRevolving Loans.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), otherwise shall reflect market terms and conditions be (taken as a whole) not materially more favorable (as reasonably determined by the Company in its reasonable discretionBorrower and conclusively evidenced by a certificate of the Borrower) at to the time Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of incurrence or issuance the 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, notwithstanding anything to the contrary herein, if any such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Credit 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 Loan or Commitment of such Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (II) the applicable 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 hereunder). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt 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 All-In Yield Applicable Margin and, subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (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 Company and the applicable Refinancing Term Loan arranger(s)Borrower hereunder, (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 (x) on a pro rata basis basis, or on 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)(ibasis)) , in any voluntary or mandatory prepayments of Term Loans hereunder, or if junior as specified 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 applicable 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 applicableAmendment, and (GF) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall either be (x) secured by the Collateral (and shall not be secured either on a by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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 Agreementunsecured; 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 either be (x) secured by the Collateral (and shall not be secured either on a by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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 Agreementunsecured, (B) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 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 and participations in 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 or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the Revolving Credit Commitments then existing on the Refinancing Facility Closing DateDate (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), (DE) may 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 Credit 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 basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis (but not 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) basis as compared to any other Class of Revolving Loans with all other Revolving Credit Commitmentsa later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (EF) 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 determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall provide that any Refinancing 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 Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have fees more than two (2) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Company Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s)Lenders, and (HI) 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) be subject to 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 (I) (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 guarantee by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicableother than a Credit Party and shall not include any borrower other than the Borrower hereunder.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield Applicable Rate 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 Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), (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)(i2.05(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 (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 OID 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 applicablerefinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment 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 or junior in right of payment security with the Obligations under Term the Initial Loans and Revolving Credit other 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 Initial Loans (and, if applicable, subject to Sections 7.01 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 7.03 (it being understood that any such additional amount shall utilize availability under any “basket” set forth in those SectionsAdministrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower 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 Agent); and (Iii) (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[Reserved].

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the 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 All-In Yield Applicable Margin and Adjusted LIBO Rate or Base Rate floor (if any), and subject to clauses (A) and (B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders,; (DE) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s),; (EF) 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 in respect of any voluntary prepayments pursuant to Section 2.13(c)(iof 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, (FG) 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, andrefinancing; (GH) (I) shall rank pari passu or junior in right of payment with the Obligations under Term the initial Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either 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 pari passu basis junior lien basis) or junior in right of security with the Obligations or on a junior basis to under the Obligationsinitial Loans (and, in each case over the same (or less) Collateral that secures the Term Loans; provided thatif applicable, 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 Agreementsubordination 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 Borrower and the Administrative Agent); and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with may include any Previously Absent Financial Covenant so long as the Obligations under Term Loans and Revolving Credit Loans and Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the same Guarantors and benefit of each Class (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, furtherhowever, 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 if (x) the principal amount documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect of and for the Commitments benefit of the Refinanced Debt plus a “Revolving Commitment” only and (y) accrued interestsuch Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Class of term loans), 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 Previously Absent Financial Covenant shall only be permitted required to be incurred and secured on a pari passu basis with included in this Agreement for 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 benefit of compliance with this clause (I) (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 applicableRevolving Loans.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, existing on the Refinancing Incremental Facility Closing Date Date, shall either, at the option of the Borrower, (except A) be reasonably satisfactory to the extent permitted by clauses Required Lenders or (iB) and (ii) below, as applicable, and with respect be not materially more restrictive to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions the Borrower (as determined by the Company in its reasonable discretion) at Borrower), when taken as a whole, than the time terms of incurrence or issuance of such Refinancing the Closing Date Term Loans or Refinancing Closing Date Revolving Credit Facility, as applicable, except, in each case under this clause (B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that 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 Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility, the Closing Date Term Loan Facility and the Delayed Draw Term Loan Facility and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loan Facility, the Delayed Draw Term Loan Facility and the Closing Date Revolving Facility (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Incremental Term Loans or Incremental Revolving Loans, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under the Closing Date Term Loan Facility, the Delayed Draw Term Loan Facility and Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event: (ia) the Refinancing Incremental Term Loans: (Ai) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement and be subject to the applicable Intercreditor Agreement or (2) be unsecured, in each case as of the Refinancing Facility Closing Date, applicable pursuant to Section 2.14(4)(d) above, (ii) shall not have a final scheduled maturity date mature earlier than the Maturity Date of for the Refinanced Debtthen existing Term Loans, (Biii) as of the 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 Refinanced Debtthen existing Term Loans on the date of incurrence of such Incremental Term Loans, (Civ) subject to clause (5)(a)(iii) above and clause (5)(c) below, respectively, shall have amortization and an All-In Yield Applicable Rate determined by the Company Borrower and the applicable Refinancing Incremental Term Lenders; provided, that if such Incremental Term Loans are intended to be “fungible” with the Closing Date Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by the Borrower, the Administrative Agent and the AAL Last Out Representative to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans; provided further that any Incremental Term Loans that are junior in priority of right of security to the Obligations or unsecured shall not have amortization prior to the Latest Maturity Date of the Closing Date Term Loans, (Dv) shall have fees determined to the extent secured by Liens on the Company and Collateral on a pari passu basis with the applicable Refinancing Term Loan arranger(sFirst Lien Obligations (but without regard to the control of remedies), (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 a pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)basis) in any mandatory prepayments of Term Loans hereunderhereunder (except that, or if junior in right of securityunless otherwise restricted under this Agreement, shall be such Incremental Term Loans may participate on a junior greater than a pro rata basis with respect theretoas compared to any later maturing Class of Term Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a) and (b)), as specified in the applicable Incremental Amendment, (Fvi) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued interestbe denominated in Dollars or, 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 subject 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 consent of the Administrative Agent and the AAL Last Out Representative (in each case, not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders, (vii) shall not at 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 time be deemed accurate for purposes of determining whether the financing provided guaranteed by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicableSubsidiary of the Borrower other than Subsidiaries that are Guarantors, and (Gviii) in the case of Incremental Term Loans that are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Subsidiary other than the Collateral; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (Ix) shall rank pari passu equal in priority in right of payment with the First Lien Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors this Agreement and (IIy) shall be secured either on a pari passu basis (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations or on a junior basis under this Agreement and be subject to the Obligationsapplicable Intercreditor Agreement or (2) be unsecured, in each case over the same (or lessas applicable pursuant to Section 2.14(4)(d) 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; andabove, (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 mature earlier than the Maturity Date or commitment reduction datefor the Closing Date Revolving Facility, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior be subject to the maturity date of the Refinanced Debtamortization, (Ciii) except as set forth in clause (v) below, 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 other than permanent repayment and termination of commitments (in accordance with clause (E) below)repayment) of Revolving Loans with respect to Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental Facility Closing Date shall may 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 greater than a pro rata basis) with all other outstanding Revolving Credit Commitments then existing on the Refinancing such Incremental Facility Closing Date, (Div) may subject to the provisions of Section 2.03(12) and 2.04(7) in connection with Letters of Credit and Swing Line Loans, respectively, which mature or expire after a Maturity Date at any time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Credit and Swing Line Loans shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Sections 2.03(12) and 2.04(7), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit and Swing Line Loans theretofore incurred or issued), (v) shall provide that the permanent repayment of Revolving Credit Loans in connection with respect to, and a termination or reduction of, Refinancing of Incremental Revolving Credit Commitments after the associated Refinancing Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (but not or greater than a pro rata basisbasis (I) with respect to (A) repayments required upon the Maturity Date of any Incremental Revolving Commitments and (B) repayments made in connection with any refinancing of Incremental Revolving Commitments or (II) as compared to any other Revolving Commitments with a later maturity date than such Incremental Revolving Commitments), in each case, with all other Revolving Credit CommitmentsCommitments existing on such Incremental Facility Closing Date, (Evi) shall provide that assignments and participations of Refinancing Incremental Revolving Credit Commitments and Refinancing 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 Refinancing Incremental Facility Closing Date, (Fvii) 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 All-In Yield an Applicable Rate determined by the Company Borrower and the applicable Refinancing Incremental Revolving Credit Lenders, (Gix) shall have fees be denominated in Dollars or, subject to the consent of the Administrative Agent and the AAL Last Out Representative (in each case, not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Company Borrower and the applicable Refinancing Incremental Revolving Credit Commitment arranger(s)Lenders, (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, (xi) in the case of Incremental Revolving Commitments and Incremental Revolving Loans that are secured, the obligations in respect thereof shall not be secured by any property or assets of the Borrower or any Subsidiary other than the Collateral, and (Hxii) shall not have a greater exceed an amount such that, after giving effect thereto, the aggregate principal amount of all Incremental Revolving Commitments than and Permitted Incremental Equivalent Debt constituting revolving commitments exceeds 50% of Consolidated EBITDA of the Borrower and the Subsidiaries for the most recently ended Test Period (xcalculated on a pro forma basis) (the “Available Incremental Revolver Cap”); provided further that on the date of effectiveness of any Incremental Revolving Commitments, the L/C Sublimit and/or Swing Line Sublimit, as applicable, shall increase by an amount, if any, agreed upon by the Administrative Agent, the Borrower and the relevant Issuing Banks and/or the Swing Line Lender, as applicable. (c) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) interest rate and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing plus (z) any additional amount of Indebtedness applicable to the extent 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 such additional amount would otherwise be permitted with respect to be incurred and any Incremental Term Loan that is secured by the Collateral on a pari passu basis with the Liens securing the First Lien Obligations (but without control of remedies), the All-In Yield for such Incremental Term Loans (determined as of the Incremental Facility Closing Date) shall not be greater than the applicable All-In Yield payable pursuant to Sections 7.01 the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans and 7.03 the Delayed Draw Term Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Eurodollar Rate or Base Rate floor) with respect to the Closing Date Term Loans and the Delayed Draw Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the Closing Date Term Loans and the Delayed Draw Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum (it being understood that any such additional amount shall utilize availability under any “basket” set forth increase in those Sections) All-In Yield on the Closing Date Term Loans and the Administrative Agent and any Person providing any Refinancing Delayed Draw Term Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (provided that the Administrative Agent has not notified such Person in writing of its objection to such calculation prior due to the funding thereof) and, without excusing application of a Eurodollar Rate or Base Rate floor on any Default Incremental Term Loan shall be effected solely through an increase in (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 Commitmentsimplementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans or Delayed Draw Term Loans) (this proviso, the “MFN Provision”).

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit CommitmentsLoans, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise (a) if more favorable to pricing and optional prepayment the existing Lenders under the applicable Class of Term Loans, conformed (or redemption terms)added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Term Lenders, shall reflect market terms and conditions (b) applicable only to periods after the Latest Maturity Date as determined by of the Company in its reasonable discretionIncremental Amendment Date or (c) at reasonably satisfactory to the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt (other than in the case of any Permitted Earlier Maturity Debt), (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt (other than in the case of any Permitted Earlier Maturity Debt), (C) shall have an All-In Yield Applicable Rate 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 Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees or other amounts as determined by the Company Borrower and the applicable Refinancing Term Loan Lenders or arranger(s), (E) (I) may participate (x) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder 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 a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i2.05(b)(iv) and Section 2.05(b)(vi)(A)(y)) in any mandatory prepayments of such 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 but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus refinancing, (zG) any additional amount of Indebtedness to the extent that such additional amount would otherwise shall not 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 guaranteed by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicablethat is not otherwise a Guarantor, and (GH) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans and Revolving Credit Loans and shall have as the same Guarantors applicable Refinanced Debt and (II) shall be secured either on a pari passu basis with solely by the Obligations or on a junior basis to the Obligations, in each case over Collateral and shall have the same (or less) Collateral that secures the Term Loans; provided that, more junior rank in right of security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis other Obligations as the applicable Refinanced Debt (and, to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; provided, further, extent subordinated in right of payment with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the other Obligations, such Refinancing Term Loans shall be subject to a Junior 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 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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[Reserved].

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise shall be reasonably satisfactory to pricing and optional prepayment the Administrative Agent (except to the extent such terms are (a) conformed (or redemption terms)added) in the Credit Documents pursuant to the related Refinancing Amendment for the benefit of all Lenders, shall reflect (b) applicable only to periods after the Latest Maturity Date as of the Refinancing Amendment Date or (c) current market terms and conditions for such type of Indebtedness (as determined in good faith by the Company in its reasonable discretion) at Borrower)); provided that if such terms are more restrictive than the time terms of incurrence any then-existing Term Loan Facility or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsFacility, 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 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 Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; (BC) (I) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (CII) shall have an All-In Yield amortization schedule as determined by the Company Borrower and the applicable 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,; (DE) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s),; (EF) may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder 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 a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)basis) in any mandatory prepayments of such Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto,; and (FG) 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 payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus (z) any additional amount incurrence 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 AgreementLoans; and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans 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 Revolving Credit Loans Administrative Agent) or other subordination arrangement satisfactory to the Borrower and shall have the same Guarantors and Administrative Agent), (II) shall be secured either on a pari passu basis with solely by the Obligations or on a junior basis to the Obligations, in each case over Collateral and shall have the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, rank in right of security with respect to any Refinancing Revolving Credit Commitments that are secured the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed 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,Guarantors; (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 have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable 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 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 (EF) 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, (DF) 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 on a greater than pro rata basisbasis other than with respect to any 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, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees determined by the Company and the applicable Refinancing Revolving Credit Commitment arranger(s), and (HG) 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 payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus (z) any additional amount incurrence 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 (I) (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 Revolving Commitments, as applicable.;

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Revolving Credit CommitmentsCommitment Increases, as the case may be, of any Class shall be (A) as agreed between the Company Borrower Representative and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments and, and (B) to the extent not substantially identical to consistent with any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by Date, consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise (a) if more favorable to the Incremental Lenders , conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders 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 Facility Closing Date, (c) not include a financial maintenance covenant tighter than (or in addition to) the financial maintenance covenant contained in the Facilities at the time such Incremental Commitment is incurred or (d) 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 pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by similar fees) to the Company in its reasonable discretion) at the time applicable Class of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsCommitments being increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Incremental Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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 by the Collateral and shall rank pari passu basis in right of security 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 under Term Loans 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) as of the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than 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, (C) as of the Incremental Facility Closing Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans, (D) shall have an Applicable Margin, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower Representative and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization for a Term Loan Increase shall be the Applicable Margin and amortization for the Class being increased, (E) shall have fees determined by the Borrower Representative and the applicable Incremental Term Loan arranger(s), (F) shall not be guaranteed by any Person that is not otherwise a Guarantor, (G) shall share ratably with the Term Facilities in any voluntary or mandatory prepayments pursuant to Sections 2.12 and 2.13 unless the Lenders providing such Incremental Term Commitments elect a lesser share of such prepayments (ii) the Revolving Commitment Increase and Incremental Revolving Loans: (A) (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 Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reductions reduction 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) with all other Initial Revolving Credit Commitments, (EB) shall provide that assignments and participations of Refinancing be included as additional Participating Revolving Credit Commitments under the Incremental Amendment, and Refinancing Revolving on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be governed participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the same assignment and participation provisions applicable to Participating Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 after giving effect 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 Incremental Amendment (it being understood that the Swing Line Lender or the Issuing Banks may, in their sole discretion and with the consent of 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), (C) (1) shall have upfront fees and/or other similar fees (other than unutilized commitment fees) payable to each Incremental Revolving Credit Lender in respect of each Revolving Commitment Increase separately agreed to by the Borrower Representative and each such Incremental Revolving Credit Lender providing such Revolving Commitment Increase and (2) the Revolving Loans incurred pursuant to any Revolving Commitment Increase shall have the same Applicable Margin and unutilized commitment fee as the Facility to which such additional amount Revolving Loans are being added. (iii) the Yield applicable to the Incremental Term Loans of each Class shall utilize availability under any “basket” be determined by the Borrower Representative and the applicable Incremental Lenders and shall be set forth in those Sections) each applicable Incremental Amendment; provided, however, that with respect to any Loans under Incremental Term Commitments that are pari passu in right of payment and security with the Administrative Agent and any Person providing any Refinancing Initial Term Loans, the Yield applicable to such Incremental Term Loans or Refinancing Commitments may rely shall not be greater than the applicable Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Initial Term Loans plus 50 basis points per annum unless the Yield with respect to the Initial Term Loans is increased so as to cause the then applicable Yield under this Agreement on the Borrower’s certification of compliance with this clause (I) (provided that Initial Term Loans to equal the Administrative Agent has not notified such Person in writing of its objection to such calculation prior Yield then applicable 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 Incremental Term Loans or Refinancing Commitments, as applicableminus 50 basis points.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrowers and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms)otherwise, shall at the option of the Borrowers, either (x) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence such refinancing (as determined by the Administrative Borrower in good faith) or issuance (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 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 applicable only to periods after the Latest Maturity Date of the Term Loans and Revolving Credit Commitments existing at the time of such refinancing). If necessary to consummate any such Refinancing Loans or Refinancing Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Refinancing Revolving Credit Commitments, as the case interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may bebe automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders. In any event: (i) the The Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; provided that (I) Refinancing Term 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 final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt; (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,; provided that (I) Refinancing Term 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 All-In Yield Applicable Rate 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 Company Borrowers and the applicable Refinancing Term Lenders,; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for Refinancing Term Loans that constitute an increase to an existing Class of Term Loans 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 deficiency. (D) shall have fees determined by the Company Borrowers and the applicable Refinancing Term Loan arranger(s),; (E) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (F) may provide for the ability to 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 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 (but not on a greater than pro rata basis (except for AHYDO Payments and prepayments pursuant to Section 2.13(c)(i2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto,; (FG) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing but unpaid interest on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Indebtedness plus the amount would otherwise 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 and secured on a pari passu basis with the Obligations pursuant to under 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 Commitments7.03, as applicable, and; (G) (Ii) 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 shall have (ii) will either be secured solely by the same Guarantors and (II) shall be secured either on a pari passu basis with Collateral securing the Obligations or on a junior basis shall be unsecured and (ii) to the Obligations, in each case over the same extent (or lessx) 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 Obligationsany Applicable Lien, 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 the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement; 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) (Ii) shall rank pari passu in right of payment with with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and shall have will either be secured solely by the same Guarantors and (II) shall be secured either on a pari passu basis with Collateral securing the Obligations or on a junior basis shall be unsecured and (ii) to the Obligations, in each case over the same extent (or lessx) 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 Obligationsany Applicable Lien, 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 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) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt Debt; provided that, any Refinancing Revolving Credit Commitments and (II) shall Refinancing Revolving Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may have any scheduled amortization or mandatory commitment reductions prior a Weighted Average Life to Maturity shorter than the maturity date 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) repayment 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 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,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 such Class of Revolving Credit Loans on a greater than pro rata basis as compared to any other Class of Revolving Credit Loans with a later Maturity Date than such Class or (II) in connection with any refinancing thereof permitted by this Agreement; (EF) 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,; (FG) shall have All-In Yield an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Company 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 deficiency; (GH) shall have fees determined by the Company 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 (HJ) shall not have a greater principal amount of Commitments than (x) the principal amount of the utilized Commitments of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing but unpaid interest on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Indebtedness plus the amount would otherwise 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 and secured on a pari passu basis with the Obligations pursuant to under 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 (I) (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 Commitments7.03, as applicable.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except to the extent such terms are (a) conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date 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 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 pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretionsimilar fees) at the time of incurrence to any then-existing Term Loan Facility or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsFacility, as applicable, in each case, as existing on the Incremental Facility Closing Date (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 Refinancing 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 Refinancing Facility Closing Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,Revolving Termination Date; (BC) (I) as of the Refinancing Facility Closing Incremental Amendment 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 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 Refinanced Debt,Borrower and the applicable Incremental Term Loan arranger(s); (CD) shall have an Allall-In Yield in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Company Borrower and the applicable Refinancing Incremental Term Lenders,; provided that the Applicable Percentage and amortization for an Incremental Term Loan Increase shall be (I) the Applicable Percentage and amortization 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; (DE) shall have fees determined by the Company Borrower and the applicable Refinancing Incremental Term Loan arranger(s),; and (EF) may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of any then-existing Class of Term Loans hereunderand (II) 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)(iof 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, 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 (xii) the principal amount of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) Incremental Revolving Commitments 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, andIncremental Revolving Loans: (GA) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors and that are senior in right of payment, (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 or junior in right of payment security 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 first lien 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 (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement,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) (I) shall not have a final scheduled maturity date or mandatory commitment reduction date earlier than the Maturity Revolving Termination Date or commitment reduction date, respectively, with respect to the Refinanced Debt Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reductions reduction prior to the maturity date of Revolving Termination Date with respect to the Refinanced Debt,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 Revolving Lenders; provided that the Applicable Percentage for a Revolving Commitment Increase shall be (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 Revolving Commitment arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (EF) below)) of Loans with respect to Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental 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 Incremental Facility Closing Date,; and (DF) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Incremental Revolving Credit Commitments after the associated Refinancing 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 basisbasis other than with respect to any 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, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Revolving Credit CommitmentsCommitment Increases, as the case may be, of any Class shall be (A) as agreed between the Company Borrower Representative and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments and, and (B) to the extent not substantially identical to any Class of consistent with the Term Loans or Revolving Credit NAI-1537228099v31537241654v2 Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by Date, consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise (a) if materially more favorable (taken as a whole) to the Incremental Lenders , conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment, (x) in the case of any Class of Incremental Term Loans and Incremental Term Commitments, for the benefit of the Term Lenders in respect of the Class being increased and (y) in the case of any Class of Incremental Revolving Loans and 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 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 pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by similar fees) to the Company in its reasonable discretion) at the time applicable Class of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsCommitments being increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing Incremental Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower Representative and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise (a) if materially more favorable (when taken as whole) to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions the Refinancing Lenders (as reasonably determined by the Company Borrower Representative), conformed (or added) in its reasonable discretionthe Credit Documents pursuant to the related Refinancing Amendment, (x) at in the time case of incurrence or issuance any Class of such Refinancing Term Loans or 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 case may beRefinancing Facility Closing Date), (b) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date or (c) such terms and conditions shall be current market terms for such type of Refinancing Commitments (as reasonably determined in good faith by the Borrower Representative). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield Applicable Margin 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 Company Borrower Representative and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Borrower Representative and the applicable Refinancing Term Loan arranger(s), (E) may participate on (xI) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunderhereunder and (II) 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 prepayment pursuant to Section 2.13(c)(i2.13(c)) 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 but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus refinancing, (zG) any additional amount of Indebtedness to the extent that such additional amount would otherwise shall not 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 guaranteed by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicable, that is not otherwise a Guarantor; and (GH) (I) shall have the same rank pari passu in right of payment with respect to the other Obligations under Term Loans and Revolving Credit Loans and shall have as the same Guarantors applicable Refinanced Debt and (II) shall be secured either on a pari passu basis with by the Obligations or on a junior basis to the Obligations, in each case over Collateral and shall have the same (or less) Collateral that secures the Term Loans; provided that, rank in right of security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to other Obligations as 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 Agreementapplicable Refinanced Debt; and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall have the same rank pari passu in right of payment with respect to the other Obligations under Term Loans and Revolving Credit Loans and shall have as the same Guarantors applicable Refinanced Debt and (II) shall be secured either on a pari passu basis with by the Obligations or on a junior basis to the Obligations, in each case over Collateral and shall have the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, rank in right of security with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to other Obligations as 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 Agreementapplicable Refinanced Debt, (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 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) 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 such Refinancing Amendment, (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 or less than pro rata basis (but not greater than pro rata basis) with all other Revolving Credit Commitments, (EF) 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, (FG) shall have All-In Yield an Applicable Margin and LIBOR Rate or Base Rate floor (if any) determined by the Company Borrower Representative and the applicable Refinancing Revolving Credit Lenders, (GH) shall have fees determined by the Company 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 (HJ) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 (I) (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 applicablerefinancing.

Required Terms. The terms, provisions and documentation of the Refinancing the(d) Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except to the extent such terms are (a) conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date 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 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 pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretionsimilar fees) at the time of incurrence to any then-existing Term Loan Facility or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsFacility, as applicable, in each case, as existing on the Incremental Facility Closing Date (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 Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.]

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Credit Loans and Refinancing 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 Company applicable Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andIncremental Lenders; provided that, to the extent the terms of such Incremental Commitments are not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on consistent with the Refinancing Facility Closing Date Facilities (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption termsthis Section 2.14), shall reflect market the terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as Incremental Commitments shall be reasonably satisfactory to the case may beAdministrative Agent. In any event: (i) the Refinancing 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 Refinancing Facility Closing Datecase of Incremental Term 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 Latest Maturity Date of the Refinanced Debt,Initial Term A Loans outstanding at the time of incurrence of such Incremental Term Loans; (BG) as in the case of New Revolving Credit Commitments, shall not mature earlier than the Latest Maturity Date of the Refinancing Facility Closing DateRevolving 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 Term Loans, 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 Refinanced Debt,then-existing Initial Term A Loans; (CI) in the case of Incremental Term Loans, subject to clause (B) and (D) above, shall have amortization determined by the applicable Borrower and the applicable Incremental Term Lenders; (J) subject to clause (iii) below, shall have an All-In Yield Applicable Margin determined by the Company applicable Borrower and the applicable Refinancing Incremental Term Lenders or Incremental Revolving Credit Lenders,, as applicable; (DK) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (E) may participate (x) on a pro rata basis in the case of Incremental Term Loans, shall be incurred in U.S. Dollars or a less than pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder) or Alternative Currency, and (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 the case of Term Loans hereunder, or if junior in right of securityNew Revolving Credit Commitments, 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 denominated 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 AgreementU.S. Dollars; 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, (DL) 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 participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) with in any voluntary or mandatory prepayments of Initial Term A Loans hereunder, as specified in the applicable Incremental Amendment; (ii) all other Revolving Credit Commitments, (E) shall provide that assignments and participations material terms of Refinancing Revolving Credit Commitments and Refinancing Revolving any Incremental Term Loans shall be governed substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the same assignment and participation 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 then 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 on Revolving Credit Commitments and Revolving Credit Loans shall be acceptable, subject, solely as to administrative matters to the Refinancing 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 Closing Date, or any other existing Revolving Credit Facility (Fexcept 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 All-In Yield determined by the Company 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 applicable Refinancing “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 Lenders, (G) Commitments, then such financial maintenance covenant shall have fees determined by be added to the Company and the applicable Refinancing existing Multicurrency Revolving Credit Commitment arranger(s), and Facility and any other existing Revolving Credit Facility that remains outstanding after such Incremental Revolving Credit Commitments become effective (H) shall to the extent 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) already benefitting from any similar financial maintenance covenant 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 financial maintenance covenant would otherwise be permitted effective prior to be incurred and secured on a pari passu basis with the Obligations pursuant to Sections 7.01 and 7.03 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 such additional amount Incremental Term Loans or New Revolving Credit Commitments, as applicable, of each Class shall utilize availability under any “basket” be determined by the applicable Borrower and the applicable Incremental Term Lenders or Incremental Revolving Credit Lenders, and shall be set forth in those Sections) and each applicable Incremental Amendment; provided, however, that if the Administrative Agent and All-In Yield in respect of any Person providing any Refinancing such Class of pro rata Incremental Term Loans incurred on or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (provided that the Administrative Agent has not notified such Person in writing of its objection to such calculation prior to the funding thereof) anddate that is 12 months after the Closing Date exceeds the All-In Yield in respect of any then-existing Initial Term A Loans by more than 0.50%, without excusing the Applicable Margin of such then-existing Initial Term A Loans shall be adjusted such that the All-In Yield of such then-existing Initial Term A Loans equals the All-In Yield of such Indebtedness minus 0.50%; provided that any Default amendments to the Applicable Margin in respect of any then-existing Initial Term A Loans that become effective subsequent to the Closing Date but prior to the time of such Indebtedness is incurred or Event of Default which may arise from any inaccuracy borrowed shall also be included in such certificationcalculations, effective upon the making of loans under such Indebtedness; provided, further, that 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 certification will differential between the LIBOR Rate floor or the ABR floor, as the case may be, shall be deemed accurate equated to the applicable All-In Yield for purposes of determining whether an increase to the financing provided by any Person relying thereon qualifies as Refinancing interest rate margin under the Initial Term A Loans shall be required, but only to the extent an increase in the LIBOR Rate floor or Refinancing CommitmentsABR floor in the Initial Term A Loans, as applicablethe 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 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 Incremental 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 the Initial Term A Loans made on the Closing Date have scheduled amortization payments under Section 2.07(a) 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 Initial Term A Loans originally incurred.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as 110 1010279941v18 agreed between the Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise shall be reasonably satisfactory to pricing and optional prepayment the Administrative Agent (except to the extent such terms are (a) conformed (or redemption terms)added) in the Credit Documents pursuant to the related Refinancing Amendment for the benefit of all Lenders, shall reflect (b) applicable only to periods after the Latest Maturity Date as of the Refinancing Amendment Date or (c) current market terms and conditions for such type of Indebtedness (as determined in good faith by the Company in its reasonable discretion) at Borrower)); provided that if such terms are more restrictive than the time terms of incurrence any then-existing Term Loan Facility or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsFacility, 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 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 Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, ; (BC) (I) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (CII) shall have an All-In Yield amortization schedule as determined by the Company Borrower and the applicable 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, ; (DE) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), ; (EF) may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder 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 a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)basis) in any mandatory prepayments of such Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto, ; and (FG) 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 payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus (z) any additional amount incurrence 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 and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: : (A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans 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 Revolving Credit Loans Administrative Agent) or other subordination arrangement satisfactory to the Borrower and shall have the same Guarantors and Administrative Agent), (II) shall be secured either on a pari passu basis with solely by the Obligations or on a junior basis to the Obligations, in each case over Collateral and shall have the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, rank in right of security with respect to any Refinancing Revolving Credit Commitments that are secured the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed 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 hereinGuarantors; 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 Debt; (IIC) shall not have any scheduled amortization an all-in-yield (whether in the form of interest rate margin, OID or mandatory commitment reductions prior to otherwise) determined by the maturity date of Borrower and the Refinanced Debt, applicable Refinancing Revolving Lenders; (CD) 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 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 (EF) 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 112 1010279941v18 pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, , (DF) 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 on a greater than pro rata basisbasis other than with respect to any 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, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus incurrence of such Refinancing Revolving Commitments; (ze) any Refinancing Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Commitments shall become 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 Commitments pursuant to Sections 7.01 an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments and 7.03 (it being understood that the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Administrative Agent or Lender, effect such additional amount shall utilize availability under any “basket” set forth amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in those Sections) and the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20, including any Person providing any amendments necessary to establish the Refinancing Loans or and/or Refinancing Commitments as a new Class or tranche of Loans and such other technical amendments as may rely on be necessary or appropriate in the Borrower’s certification reasonable opinion of compliance with this clause (I) (provided that the Administrative Agent has not notified and the Borrower in connection with the establishment of such Person 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 writing Letters of its objection Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.20. The Borrower will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Commitments to such calculation prior extend, renew, replace, repurchase, retire or refinance, substantially concurrently, the applicable Refinanced Debt. (f) Reallocation of Revolving Credit Exposure. Upon any Refinancing Facility Closing Date on which Refinancing Revolving Commitments are effected pursuant to this Section 2.20, (a) each of the funding 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) and, without excusing any Default or Event of Default which may arise from any inaccuracy in such certification, such certification interests in the Refinancing Revolving Loans outstanding on such Refinancing Facility Closing Date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Credit Loans will be deemed accurate for purposes of determining whether the financing provided held by any Person relying thereon qualifies as existing Revolving Credit Lenders and Refinancing Loans or Refinancing Commitments, as applicable.Revolving 113 1010279941v18

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans Commitments and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit CommitmentsNotes, as the case may be, of any Class shall be as agreed between the Company Borrowers and the applicable Refinancing Lenders or the applicable Refinancing Note Holders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitmentssuch Refinancing Notes, as applicable; provided, existing on the Refinancing Facility Closing Date (except to the extent permitted by clauses (i) and (ii) belowthat, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may be. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier of such Refinancing Loans and/or Refinancing Notes shall be later than the Maturity Date of the Refinanced Debt, Loans being refinanced, (B) as of the 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 shorter of such Refinancing Loans and/or Refinancing Notes shall be longer than the then remaining Weighted Average Life to Maturity of the Refinanced Debt, each Class of Loans being refinanced and (C) the terms of such Indebtedness shall have not contain any mandatory prepayment, repurchase or redemption provisions (except with respect to customary excess cash flow, change of control, asset sale and casualty event mandatory offers to purchase and customary acceleration rights after an All-In Yield determined by event of default that are customary for financings of such type) prior to the Company and Maturity Date of the applicable Loans being refinanced; except that Refinancing Term Lenders, (D) shall have fees determined by Loans or Refinancing Notes secured on a pari passu basis with the Company and the applicable Refinancing Term Loan arranger(s), (E) Loans may participate (x) require mandatory prepayments on a pro rata basis or a less than pro rata basis with the Loans; (but ii) (A) the pricing, rate floors, discounts, fees and optional and mandatory prepayment or redemption provisions applicable to such Refinancing Loans and/or Refinancing Notes shall be as agreed between the Borrowers and the applicable Refinancing Lenders or the applicable Refinancing Note Holders, so long as, in the case of any mandatory prepayment or redemption provisions, such Refinancing Loans and/or Refinancing Note Holders do 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 participate on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)) in any mandatory such prepayments of Term as compared to the Loans hereunder, or if junior and (B) the covenants and other terms applicable to such Refinancing Loans (excluding those terms described in right of securitythe immediately preceding clause (A)), shall be either: (x) substantially identical to, or are not materially more favorable (when taken as a whole) to such Refinancing Lenders or such Refinancing Note Holders providing such Refinancing Debt than, those applicable to the applicable Loan Facility (when taken as a whole) (as reasonably determined in good faith by the Borrowing Agent), or (y) on current market terms for such type of Indebtedness being incurred at the time of incurrence (as reasonably determined in good faith by the Borrowing Agent), except, in each case for clauses (x) and (y) to the extent such covenant and other terms apply only to periods after the Maturity Date of the applicable Loan Facility at the time of such refinancing; provided that, in any event, (x) such Refinancing Debt shall not contain a junior financial maintenance covenant and (y) a certificate of a Responsible Officer of the Borrowing Agent shall deliver to the Administrative Agent prior to the incurrence of such Refinancing Debt, together with a reasonably detailed description of the material terms and conditions of such indebtedness or drafts of the documentation relating thereto, stating that the Borrowing Agent has determined in good faith that such terms and conditions satisfy the foregoing requirements, shall be conclusive evidence that such terms and conditions satisfy the requirements of this clause (ii)(B) unless the Administrative Agent notifies the Borrowing Agent that it disagrees with such determination (including a reasonable description of the basis with respect thereto,upon which it disagrees); (Fiii) such Refinancing Debt 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 OID 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) refinancing, and the Administrative Agent and any Person providing any such Refinancing Loans or Refinancing Commitments Debt may rely on the Borrower’s Borrowers’ certification of compliance with this clause (Fiii) (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; (Giv) any such Refinancing Debt (Ix) shall not be guaranteed by or otherwise be an obligation of any non-Guarantor, and shall have the same Borrowers as the applicable Refinanced Debt being so refinanced, (y) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors Loans, and (IIz) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, in each case case, over the same (or less) Collateral that secures the Term Loans; provided that, with respect to any Refinancing Term Loans Debt (1) that are is secured by the Collateral on a junior basis to the Obligations, such Refinancing Term Loans shall be established as a Facility 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 herein 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 (II2) 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 is secured by the Collateral on a junior basis to the Obligationspari passu basis, 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 the First Lien Intercreditor Agreement,; (Bv) (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 if such Refinanced Debt is subordinated to the Refinanced Loan Facility, any such Refinancing Debt and (II) shall not have any scheduled amortization or mandatory commitment reductions prior also be subordinated in right of payment to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for Obligations on terms (1) payments that reflect market terms and conditions (as reasonably determined by the Borrowing Agent and the Administrative Agent) at the time of interest and fees at different rates on incurrence or issuance of such Refinancing Revolving Credit Commitments (and related outstandings), Debt or (2) repayments required upon otherwise reasonably acceptable to the Maturity Date Administrative Agent; (vi) the proceeds of the such 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 and/or Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date Notes shall be made and participations in Letters of Credit shall be on a used, concurrently or substantially concurrently with the incurrence thereof, solely to the pro rata basis prepayment of all 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 any portion of Revolving Credit any outstanding Loans with respect tobeing refinanced, 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, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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) pay accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus refinancing; and (zvii) the Refinancing Debt may be provided by any additional amount existing Lender (or any Affiliate of Indebtedness any Lender) (but no existing Lender or any of its Affiliates will have an obligation 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 make any Refinancing Loans Debt, nor will the Borrowers have any obligation to approach any existing Lender to provide any Refinancing Debt) or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (by any Additional Lender; provided that the Administrative Agent has shall have consented (not notified to be unreasonably withheld, conditioned or delayed) to any Lender or Additional Lender’s making 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 providing such Refinancing CommitmentsCommitments solely to the extent such consent, as applicableif any, would be required under Section 12.8 for an assignment of Loans to such Lender or Additional Lender.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company and the applicable Refinancing Lenders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may be. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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 Incremental Revolving Credit Commitments and Refinancing or Incremental Revolving Loans: (A) (I) Loans 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 require no scheduled amortization or mandatory commitment reductions reduction prior to the maturity date of Maturity Date for the Refinanced Debt, existing Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date maturity date of the Refinancing Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with subject to clause (E) below)) of Loans with respect to Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental 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 Incremental Facility Closing Date, , (D) may provide that 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 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 or reduction of, Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental Facility Closing Date shall 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, 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, (EF) shall provide that assignments and participations of Refinancing Incremental Revolving Credit Commitments and Refinancing 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 Refinancing Incremental Facility Closing Date, (F) shall have All-In Yield determined by the Company , and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees determined by any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the Company and case may be, of Commitments from the Classes constituting 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 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 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 Incremental Facility Closing Date; provided at no time shall there be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as Refinancing Loans or Refinancing Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments, as applicableany original Revolving Credit Commitments and Extended Revolving Credit Commitments) which have more than four (4) different Maturity Dates.

Required Terms. The terms, provisions and documentation of the the(d) Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise shall be reasonably satisfactory to pricing and optional prepayment the Administrative Agent (except to the extent such terms are (a) conformed (or redemption terms)added) in the Credit Documents pursuant to the related Refinancing Amendment for the benefit of all Lenders, shall reflect (b) applicable only to periods after the Latest Maturity Date as of the Refinancing Amendment Date or (c) current market terms and conditions for such type of Indebtedness (as determined in good faith by the Company in its reasonable discretion) at Borrower)); provided that if such terms are more restrictive than the time terms of incurrence any then-existing Term Loan Facility or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsFacility, 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 Refinancing Term Loans: Loans:(i) (AI) (I) shall have the same or more junior rank in right of payment(A) 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; [Credit Agreement] as of the Refinancing Facility Closing Date, shall not have a final(B) scheduled maturity date earlier than the Maturity Date of the Refinanced Debt; (I) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (Ba(C) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (CII) shall have an All-In Yield amortization schedule as determined by the Company Borrower and the applicable 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, (D) ; shall have fees determined by the Company Borrower and the applicable applicable(E) Refinancing Term Loan arranger(s), (E) ; may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or(F) greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder 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 a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)basis) in any mandatory prepayments of such Term Loans hereunder, or if junior in right of security, shall be on a junior basis with respect thereto, (F) ; and shall not have a greater principal amount than (x) the principal amount amount(G) of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus (z) any additional amount incurrence 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) Refinancing Term Loans; and the Administrative Agent Refinancing Revolving Commitments and any Person providing any Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (FRefinancing(ii) (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) Revolving Loans: (I) shall have the same or more junior rank pari passu 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 Obligations under Term Loans 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 Revolving Credit Loans Administrative Agent) or other subordination arrangement satisfactory to the Borrower and shall have the same Guarantors and Administrative Agent), (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 solely 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 rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (IIIII) 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 guaranteed by the Collateral on a junior basis to the Obligations, such Refinancing Revolving Guarantors; [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 commitment(B) reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt Debt; shall have an all-in-yield (whether in the form of interest rate(C) margin, OID or otherwise) determined by the Borrower and (IIthe applicable Refinancing Revolving Lenders; shall have fees determined by the Borrower and the applicable(D) shall not have any scheduled amortization or mandatory commitment reductions prior to the maturity date of the Refinanced Debt, (C) Refinancing Revolving Commitments arranger(s); shall provide that the borrowing and repayment (except for (11)(E) 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 (EF) 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 Credit(F) 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 on a greater than pro rata basisbasis other than with respect to any 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, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 amount(G) of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus (zincurrence of such Refinancing Revolving Commitments; Refinancing Amendment. Commitments in respect of Refinancing Term(e) any Loans and Refinancing Revolving Commitments shall become 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 Commitments pursuant to Sections 7.01 an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments and 7.03 (it being understood that the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Administrative Agent or Lender, effect such additional amount shall utilize availability under any “basket” set forth amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in those Sections) and the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20, including any Person providing any amendments necessary to establish the Refinancing Loans or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (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/or [Credit Agreement]

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment the Administrative Agent (except for covenants or redemption terms)other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, shall reflect market terms and conditions (as determined by x) in the Company in its reasonable discretion) at the time case of incurrence or issuance any Class of such Refinancing Term Loans or 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 case may beIncremental Amendment Date). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield Applicable Margin and Benchmark Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Lead Borrower and the applicable Refinancing Term Loan arranger(s), (E) may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder and (II) 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)(i2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder; provided that, or if any such Refinancing Term Loans that are junior in right of security, shall be 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 respect theretothe Term B Loans, (F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 applicablerefinancing, and (G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations under Term Loans and Revolving Credit Loans and shall have as the same Guarantors and 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 on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Term Loans; provided that, right of security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis other Obligations as the applicable Refinanced Debt (and, to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; provided, further, extent subordinated in right of payment or security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the other Obligations, such Refinancing Term Loans shall be subject to a Junior Lien Intercreditor 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 Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: (A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans and as the applicable Refinancing Revolving Credit Loans 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 Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, right of security with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to other Obligations as 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 Agreementapplicable Refinanced Debt, (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 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 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 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 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 respect to, and a permanent termination or reduction of, of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (EF) 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 Refinancing Facility Closing Date, (FG) shall have All-In Yield an Applicable Margin and Benchmark Rate or Base Rate floor (if any) determined by the Company Borrower and the applicable Refinancing Revolving Credit Lenders, (GH) shall have fees determined by the Company Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and (HI) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 (I) (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 applicablerefinancing.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments Commitments, and, except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), otherwise shall reflect market terms and conditions be (taken as a whole) not materially more favorable (as reasonably determined by the Company in its reasonable discretionBorrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower) at to the time Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of incurrence or issuance the 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, notwithstanding anything to the contrary herein, if any such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Credit 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 Loan or Commitment of such Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (II) the applicable 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 hereunder). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt 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 All-In Yield Applicable Margin and, subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (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 Company and the applicable Refinancing Term Loan arranger(s)Borrower hereunder, (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 (x) on a pro rata basis basis, or on 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 unless (except for prepayments i) such Refinancing Term Loans were made pursuant to Section 2.13(c)(ian 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, or if junior as specified in right of securitythe applicable Refinancing Amendment, shall be on a junior basis with respect thereto,and (F) shall not have a greater principal amount than either be (x) secured by the principal amount Collateral (and shall not be secured by any assets of the Refinanced Debt 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 (y) accrued any other cash or Cash Equivalents deposited to cover interest, fees, premiums (if anyfees or premium which may be payable upon the termination of such escrow or other arrangement) 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 or junior 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 security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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 Agreementunsecured; 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 either be (x) secured by the Collateral (and shall not be secured either on a 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 basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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 Agreementunsecured, (B) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 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 and participations in 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 or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the Revolving Credit Commitments then existing on the Refinancing Facility Closing DateDate (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), (DE) may 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 Credit 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 basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis (but not 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) basis as compared to any other Class of Revolving Loans with all other Revolving Credit Commitmentsa later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (EF) 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 determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall provide that any Refinancing 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 Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have fees more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Company Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s)Lenders, and (HI) 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) be subject to 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 (I) (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 guarantee by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicableother than a Credit Party and shall not include any borrower other than the Borrower hereunder.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the they case may be, of any Class shall be as agreed between the Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and in the case of Refinancing Term Loans and Refinancing Term Commitments, except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise, at the option of the Borrower, such terms if more favorable to the existing Lenders under the applicable Class of Term Loans, (a) shall be conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, for the benefit of the Term Lenders, (b) shall be applicable only to periods after the latest Maturity Date with respect to pricing and optional prepayment or redemption terms)any then outstanding Class of Term Loans, (c) shall reflect market be not more restrictive to the Borrower, when taken as a whole, than the terms and conditions of the existing class of Term Loans (as determined by the Company Borrower in its reasonable discretiongood faith) at or (d) shall be reasonably satisfactory to the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: : (i) the Refinancing Term Loans: : (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, , (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, , (C) shall have an All-In Yield Applicable Margin 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 Company Borrower and the applicable Refinancing Term Lenders, , (D) shall have fees or other amounts as determined by the Company Borrower and the applicable Refinancing Term Loan Lenders or arranger(s), , (E) (I) may participate (x) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder and (II) (x) in the case of Refinancing Term Loans that rank junior in right of payment or (y) junior in right of security, in each case, with the Obligations that are senior in right of payment or secured on a pro rata basis or less than a pro rata basis (but not first lien basis, shall participate on a greater less than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i)) in any mandatory prepayments of Term B 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 hereunder and (y) accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with in the refinancing plus (z) any additional amount case of Indebtedness to the extent Refinancing Term Loans 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 and security 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 Obligationsfirst lien basis, 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 participate 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, (E) shall provide that assignments and participations basis in any mandatory prepayments of Refinancing Revolving Credit Commitments and Refinancing Revolving such Term 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, hereunder, (F) shall have All-In Yield determined by the Company and the applicable 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 but unpaid 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 (I) (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.existing commitments unutilized thereunder being terminated in

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to (or constituting a part of) any Class of Term Loans term loans or Revolving Credit Commitmentsrevolving credit commitments, as applicable, each existing on the applicable Refinancing Facility Closing Date (except to the extent permitted by clauses Date, shall be consistent with clause (i) and or (ii) below, as applicable, and with respect otherwise shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower) to pricing the Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (2) pricing, fees, rate floors, optional prepayment or redemption terms), shall reflect market unless the Lenders under the existing Facilities are given the benefit of such terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beprovisions. In any event: (i) the The Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt on the date of incurrence of such Refinancing Loans, (C) shall have an All-In Yield determined not be Guaranteed by the Company any Person other than a Loan Party and the applicable Refinancing Term Lendersshall not be borrowed by any Person other than a Loan Party, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) any accrued interest, fees, premiums (if any) but unpaid interest and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Refinancing Term Loans plus the amount would otherwise be permitted 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 and secured on a pari passu basis in connection with the Obligations pursuant to Sections 7.01 and 7.03 issuance of such Refinancing Term Loans, (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 (FE) (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) (I1) shall rank pari passu in right of payment with the Obligations under the then existing Term A Loans and Revolving Credit Loans and shall have the same Guarantors and (II2) shall either be (x) secured by the Collateral (and shall not be secured either on a by any assets not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) Collateral that secures the Term Loansunsecured; provided thatthat if such Indebtedness is secured, 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 it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (F) may participate on a Junior Lien Intercreditor Agreementpro 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 under Section 2.05, as specified in the applicable Refinancing Amendment; and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I1) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Credit Loans (2) shall either be (x) secured by the Collateral (and shall have the same Guarantors and (II) shall not be secured either on a by any assets not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loansunsecured; provided thatthat if such Indebtedness is secured, 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 it shall be subject to a Junior Lien Intercreditor Agreementan intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, (B) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 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 then existing Revolving Credit Commitments, (D) all Swing Line Loans and participations in Letters of Credit shall be participated on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the Revolving Credit Commitments then existing on the Refinancing Facility Closing DateDate (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), (DE) may shall provide that the permanent repayment of Refinancing Revolving Credit 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 basis, or on a less than pro rata basis (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 Credit CommitmentsLoans on a greater than pro rata basis as compared to 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, (EF) 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 determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees determined not be Guaranteed by the Company any Person other than a Loan Party and the applicable Refinancing Revolving Credit Commitment arranger(s)shall not be borrowed by any Person other than a Loan Party, and (H) shall not have a greater principal amount of Commitments than (x) the principal amount of the utilized Commitments of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) but unpaid interest and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional Refinancing Revolving Credit Commitments plus the amount would otherwise be permitted 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 and secured on a pari passu basis in connection with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any issuance of 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 Revolving Credit Commitments or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (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 applicableRevolving Loans.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment the Administrative Agent (except for covenants or redemption terms)other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, shall reflect market terms and conditions (as determined by x) in the Company in its reasonable discretion) at the time case of incurrence or issuance any Class of such Refinancing Term Loans or 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 case may beIncremental Amendment Date). In any event: : (i) the Refinancing Term Loans: : (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, , (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, , (C) shall have an All-In Yield Applicable Margin 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 Company Borrower and the applicable Refinancing Term Lenders, , (D) shall have fees determined by the Company Lead Borrower and the applicable Refinancing Term Loan arranger(s), , (E) may participate on (xI) on a pro rata basis or a basis, less than pro rata basis (but not a or greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunderhereunder and (II) 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)(i2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder; provided that, or if any such Refinancing Term Loans that are junior in right of security, shall be 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 respect thereto, the Term B Loans, (F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 refinancing, 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 either pari passu or junior in right of payment with respect to the other Obligations under Term Loans and Revolving Credit Loans and shall have as the same Guarantors and 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 on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Term Loans; provided that, right of security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis other Obligations as the applicable Refinanced Debt (and, to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from the Term Loans provided herein; provided, further, extent subordinated in right of payment or security with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis to the other Obligations, such Refinancing Term Loans shall be subject to a Junior Lien Intercreditor 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 and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: : (A) (I) shall have the same or more junior rank pari passu in right of payment with respect to the other Obligations under Term Loans and as the applicable Refinancing Revolving Credit Loans 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 Guarantors and (II) shall be secured either on a pari passu basis with the Obligations or on a junior basis to the Obligations, rank in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided that, right of security with respect to any Refinancing Revolving Credit Commitments that are secured by the Collateral on a junior basis to other Obligations as the Obligationsapplicable Refinanced Debt, 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 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 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 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 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 respect to, and a permanent termination or reduction of, of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.106

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield Applicable Rate 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 Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), (E) may participate (x) on a pro rata basis basis, less or a less greater than pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder) or (y) cancellations hereunder or 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 OID 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 applicablerefinancing, and (G) (I) shall rank pari passu or junior in right of payment with the Obligations under Term Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either on a by the Collateral and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or less) Collateral that secures the under Term Loans; provided that, with respect to any Refinancing 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 Collateral on a junior basis Borrower and Administrative Agent) or other intercreditor agreement or arrangement reasonably satisfactory to the Obligations, such Refinancing Term Loans shall be established as a Facility separate from Borrower and the Term Loans provided herein; provided, further, with respect to any Refinancing Term Loans that are secured by the Collateral on a junior basis Administrative Agent); (H) to the Obligationsextent applicable, such Refinancing Term Loans shall be subject to a Junior Lien the Existing Intercreditor Agreement; , and (ii) the 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 and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either on a rank pari passu basis in right of security with the Obligations or on a junior basis to under the Obligations, in each case over the same (or less) Collateral that secures the Revolving Credit Commitments Term Loans and Revolving Credit Loans; provided that, with respect to any Refinancing Revolving Credit Commitments Loans 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 Agreementfirst lien basis, (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 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 or basis, less than pro rata basis (but not or greater than pro rata basis) basis with all other Revolving Credit Commitments, (EF) 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, (FG) shall have All-In Yield an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Company Borrower and the applicable Refinancing Revolving Credit Lenders, (GH) shall have fees determined by the Company Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and, (HI) shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID and upfront fees associated with the refinancing plus refinancing; and (zJ) any additional amount of Indebtedness shall be subject 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 (I) (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 applicableExisting Intercreditor Agreement.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B2) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C3) shall have an All-In Yield Applicable Margin and LIBOR Rate or Base Rate floor (if any), and subject to clause (1) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (D4) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), (E5) 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 in respect of any Refinanced Debt, prepayments pursuant to Section 2.13(c)(iwith 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, (F6) 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 OID 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 applicablerefinancing, and (G7) (I) shall rank pari passu or junior in right of payment with the Obligations under Term the Initial Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment 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 or junior in right of payment security with the Obligations under Term the Initial 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 Obligationsand, in each case over the same (or less) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loans; provided thatif applicable, 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, subordination agreement and/or an intercreditor agreement (Bor, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) (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 other lien subordination and intercreditor arrangement satisfactory 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 those Sections) Borrower 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 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 applicableAgent).

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and or (iii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms), otherwise shall reflect market terms and conditions be (taken as a whole) not materially more favorable (as reasonably determined by the Company in its reasonable discretionBorrower and conclusively evidenced by a certificate of the Borrower) at to the time Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants or other provisions applicable only to periods after the Maturity Date (as of incurrence or issuance the 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, notwithstanding anything to the contrary herein, if any such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Credit 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 Loan or Commitment of such Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (II) the applicable 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 hereunder). In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt 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 All-In Yield Applicable Margin and, subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (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 Company and the applicable Refinancing Term Loan arranger(s)Borrower hereunder, (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 (x) on a pro rata basis basis, or on 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)(ibasis)) , in any voluntary or mandatory prepayments of Term Loans hereunder, or if junior as specified 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 applicable 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 applicableAmendment, and (GF) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Credit Loans and shall have the same Guarantors and (II) shall either be (x) secured by the Collateral (and shall not be secured either on a by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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 Agreementunsecured; 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 either be (x) secured by the Collateral (and shall not be secured either on a by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) 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 Agreementunsecured, (B) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 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 and participations in 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 or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the Revolving Credit Commitments then existing on the Refinancing Facility Closing DateDate (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), (DE) may 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 Credit 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 basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis (but not 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) basis as compared to any other Class of Revolving Loans with all other Revolving Credit Commitmentsa later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (EF) 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 determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall provide that any Refinancing 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 Refinancing Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Refinancing Revolving Commitments and any original Revolving Commitments) which have fees more than two (2) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have an Applicable Margin determined by the Company Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s)Lenders, and (HI) 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) be subject to 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 (I) (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 guarantee by any Person relying thereon qualifies as Refinancing Loans or Refinancing Commitments, as applicableother than a Credit Party and shall not include any borrower other than the Borrower hereunder.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to (or constituting a part of) any Class of Term Loans term loans or Revolving Credit Commitmentsrevolving credit commitments, as applicable, each existing on the applicable Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and or (ii) below, as applicable, and with respect otherwise shall be (taken as a whole) no more favorable (as reasonably determined by the Borrower and the Administrative Agent) to pricing the Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except (a) to the extent (1) such terms are conformed (or added) in this Agreement for the benefit of the Facilities pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent and the Borrower or (2) such terms and conditions are applicable solely to periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date) and (b) for pricing, fees, rate floors, optional prepayment or redemption terms), shall reflect market unless the Lenders under the existing Facilities are given the benefit of such terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beprovisions. In any event: (i) the The Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 Refinanced DebtDebt on the date of incurrence of such Refinancing Loans, (C) shall have an All-In Yield determined 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 Company and the applicable Refinancing Term Lendersindebtedness that is being refinanced under this Section 2.17 is indebtedness of Ashland Netherlands, Ashland Netherlands, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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) any accrued interest, fees, premiums (if any) but unpaid interest and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional new Refinancing Term Loans plus the amount would otherwise be permitted 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 and secured on a pari passu basis in connection with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any issuance of 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, andTerm Loans, (GE) (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 shall have the same Guarantors and (II) shall either be (x) secured by the Collateral (and shall not be secured either on a by any assets not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) Collateral that secures the Term Loansunsecured; provided that, with respect to any Refinancing Term Loans that are if such Indebtedness is secured by the Collateral on a and ranks junior basis to in right of security with 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 it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (F) may participate on a Junior Lien Intercreditor Agreementpro 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 and Term B Loans under Section 2.05, as specified in the applicable Refinancing Amendment; 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 either be (x) secured by the Collateral (and shall not be secured either on a by any assets not constituting Collateral) and shall rank pari passu basis or junior in right of security with the Obligations or on a junior basis to the Obligations, in each case over the same (or lessy) Collateral that secures the Revolving Credit Commitments and Revolving Credit Loansunsecured; provided thatthat if such Indebtedness is secured, 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 it shall be subject to a Junior Lien Intercreditor Agreementan intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, (B) (I) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reduction date earlier than reductions prior to, 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 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 then existing Revolving Credit Commitments, (D) all Swing Line Loans and participations in Letters of Credit shall be participated on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) by all Lenders with all other Commitments in accordance with their percentage of the Revolving Credit Commitments then existing on the Refinancing Facility Closing DateDate (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), (DE) may shall provide that the permanent repayment of Refinancing Revolving Credit 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 basis, or on a less than pro rata basis (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 Credit CommitmentsLoans on a greater than pro rata basis as compared to 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, (EF) 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 determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees determined 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 Company and the applicable Refinancing Revolving Credit Commitment arranger(s)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 (x) the principal amount of the utilized Commitments of the Refinanced Debt plus (y) any accrued interest, fees, premiums (if any) but unpaid interest and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing on such Refinanced Debt plus (z) any additional amount of Indebtedness existing commitments unutilized under such Refinanced Debt to the extent that permanently terminated at the time of incurrence of such additional Refinancing Revolving Credit Commitments plus the amount would otherwise be permitted 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 and secured on a pari passu basis in connection with the Obligations pursuant to Sections 7.01 and 7.03 (it being understood that any issuance of 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 Revolving Credit Commitments or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (I) (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 applicableRevolving Loans.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Revolving Credit Lenders providing such Refinancing Commitments andIncremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or the Revolving Credit Commitments, as applicable, Commitments existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by clauses (i) and (ii) below, as applicable, and with respect to pricing and optional prepayment or redemption terms)Date, shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may bebe reasonably satisfactory to Administrative Agent. In any event: (i) the Refinancing Term Incremental 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 2.16(e)(ii); provided that notwithstanding anything to the contrary in this Section 2.16 or otherwise: (A) as of the Refinancing Facility Closing Date, any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company and the applicable Refinancing Term Loan arranger(s), (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 and of security with the Obligations under Term Loans and Revolving Credit Loans and shall (y) 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 ObligationsGuarantees as, 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans 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 require no scheduled amortization or mandatory commitment reductions reduction prior to the maturity date of Maturity Date for the Refinanced Debtexisting Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date maturity date of the Refinancing Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with subject to clause (E) below)) of Loans with respect to Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental 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 Incremental Facility Closing Date, (D) may provide that to the extent dealing with Swing Line Loans, Letters of Credit and Bankers’ Acceptances which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans, Letters of Credit and Bankers’ Acceptances 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, (E) permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental Facility Closing Date shall 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 CommitmentsCommitments 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, (EF) shall provide that assignments and participations of Refinancing Incremental Revolving Credit Commitments and Refinancing 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 Refinancing Incremental Facility Closing Date,, and (FG) 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, any original Revolving Credit Commitments and Extended Revolving Credit Commitments) which have more than four (4) different Maturity Dates. (H) For the avoidance of doubt, all Incremental Revolving Credit Commitments shall be effectuated under the Loan Documents and the Administrative Agent shall be the sole administrative agent and collateral agent therefor. (ii) The All-In Yield applicable to the Incremental Revolving Credit Commitments of each Class shall be determined by the Company Borrower and the applicable Refinancing Revolving Credit Lenders, (G) new Lenders and 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 those Sections) and each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Revolving Credit Commitments, 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 the Administrative Agent has not notified such Person in writing of its objection All-In Yield applicable to such calculation prior Incremental Revolving Credit Commitments shall not be greater than the applicable All-In Yield payable pursuant to the funding thereof) and, without excusing any Default or Event terms of Default which may arise from any inaccuracy in this Agreement as amended through the date of 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 calculation with respect to outstanding Revolving Credit Commitments, as applicable, plus 50 basis points per annum unless the Applicable Rate with respect to the Revolving Credit Commitments is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Revolving Credit Commitments to equal the All-In Yield then applicable to the Incremental Revolving Loans, as applicable, minus 50 basis points.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (iii)(A)-(G) below, as applicable, applicable and with respect to pricing and optional prepayment or redemption terms), shall (i) reflect market terms and conditions (taken as determined by the Company in its reasonable discretiona whole) at the time of incurrence or issuance of such Indebtedness (as determined by the Borrower in good faith) or (ii) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans or 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 (ii) applicable only to periods after the Latest Maturity Date as of the case Refinancing Facility Closing Date) which may bebe added without the consent of any other party. In any event: , (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (C) shall have an All-In Yield interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(i)(B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders, (D) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s)Arrangers, (E1) may participate (x) on a pro rata basis or a basis, 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 that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to Section 2.13(c)(i)any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans hereunder, or if junior in right of security, shall be and (2) may participate on a junior pro rata basis, less than pro rata basis with respect theretoor greater than pro rata basis in any voluntary prepayment of Term Loans, (F) shall not have a greater principal amount than (x) the principal amount of the Refinanced Debt plus (y) accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount OID 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 applicablerefinancing, and (G) (I) shall rank pari passu in right of payment and security (but without regard to the control of remedies) with the other Obligations under Term Loans this Agreement, shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and Revolving Credit Loans and the obligations in respect thereof shall have the same Guarantors and (II) shall not be secured either on a pari passu basis with by any property or assets of the Obligations Borrower or on a junior basis to any Restricted Subsidiary other than 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 AgreementCollateral; 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Facility Closing Date (except to the extent permitted by pursuant to clauses (i1) and –(ii7) below, as applicable, and with respect to pricing and optional prepayment or redemption termsof this clause (e)), shall reflect market terms and conditions (as determined by be no more favorable to the Company Refinancing Lenders in its reasonable discretion) at the time of incurrence or issuance respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Revolving Credit CommitmentsAmendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the case may beRefinancing Facility Closing Date or (C) otherwise reasonably satisfactory to the Administrative Agent). In any event: (i) event the Refinancing Term Loans: : (A1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, , (B2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Company Borrower and the applicable Refinancing Term Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, , (C3) shall have an All-In Yield interest rate provisions determined by the Company Borrower and the applicable Refinancing Term Lenders, , (D4) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s), , (E5) may participate (x) on a pro rata basis or a less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder) hereunder or (y) on a pro rata basis or a less than a pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.13(c)(i2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 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 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.

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and 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 Company Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and (ii) below, as applicable, and with respect otherwise reasonably satisfactory to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Company in its reasonable discretion) at the time of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit Commitments, as the case may beAdministrative Agent. In any event: (i) the Refinancing Term Loans: (A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; (B) as of the 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 shorter than the remaining Weighted Average Life to Maturity of the 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 All-In Yield Applicable Rate and Adjusted LIBO Rate or Alternate Base Rate floor (if any), and subject to clauses (A) and (B) above, amortization determined by the Company Borrower and the applicable Refinancing Term Lenders,; (DE) shall have fees determined by the Company Borrower and the applicable Refinancing Term Loan arranger(s),; (EF) 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 in respect of any voluntary prepayments pursuant to Section 2.13(c)(iof 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, (FG) 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, andrefinancing; (GH) (I) shall rank pari passu or junior in right of payment with the Obligations under Term the initial Loans and Revolving Credit Loans and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either 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 pari passu basis junior lien basis) or junior in right of security with the Obligations or on a junior basis to under the Obligationsinitial Loans (and, in each case over the same (or less) Collateral that secures the Term Loans; provided thatif applicable, 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 Agreementsubordination 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 Borrower and the Administrative Agent); and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with may include any Previously Absent Financial Covenant so long as the Obligations under Term Loans and Revolving Credit Loans and Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the same Guarantors and benefit of each Class (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, furtherhowever, 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) with all other Revolving Credit Commitments, (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 on the Refinancing Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable 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 if (x) the principal amount documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect of and for the Commitments benefit of the Refinanced Debt plus a “Revolving Commitment” only and (y) accrued interestsuch Previously Absent Financial Covenant is a financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Class of term loans), 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 Previously Absent Financial Covenant shall only be permitted required to be incurred and secured on a pari passu basis with included in this Agreement for 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 benefit of compliance with this clause (I) (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 applicableRevolving Loans.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Refinancing Incremental Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Company Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted by Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise 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 of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to pricing and optional prepayment upfront fees, OID or redemption terms), shall reflect market terms and conditions (as determined by similar fees) to the Company in its reasonable discretion) at the time applicable Class of incurrence or issuance of such Refinancing Term Loans or Refinancing Revolving Credit CommitmentsCommitments being increased, in each case, as existing on the case may beIncremental Facility Closing Date. In any event: (i) the Refinancing 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 Refinancing Facility Closing Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced DebtTerm B-3 Loans or any Extended Term Loans as to which the Term B-3 Loans were the Existing Term Loan Tranche, (BC) as of the Refinancing Facility Closing Incremental Amendment 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 Refinanced Debt, (C) shall have an All-In Yield determined by the Company and the applicable Refinancing Term LendersB-3 Loans, (D) shall have fees an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Company Borrower and the applicable Refinancing Incremental Term Lenders; provided the Applicable Rate and amortization for a Term Loan arranger(s)Increase shall be the Applicable Rate and amortization for the Class being increased, (E) shall have fees determined by the Borrower and the applicable Incremental Term Loan arranger(s), and (F) 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)(i2.05(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 (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 Incremental Revolving Credit Commitments and Refinancing 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 and shall have the same Guarantors that are senior in right of payment and (II) shall be secured either on a rank pari passu basis in right of security with the Obligations or on a junior basis to under the Obligations, in each case over the same (or less) Collateral that secures the Revolving Credit Commitments Term Loans and Revolving Credit Loans; provided that, with respect to any Refinancing Revolving Credit Commitments Loans 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 Agreementfirst lien basis, (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 DebtInitial Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing 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 Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental 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 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, Refinancing Incremental Revolving Credit Commitments after the associated Refinancing Incremental 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, (EF) shall provide that assignments and participations of Refinancing Incremental Revolving Credit Commitments and Refinancing 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 Refinancing Incremental Facility Closing Date, (F) shall have All-In Yield determined by the Company and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees an Applicable Rate determined by the Company Borrower and the applicable Refinancing Incremental Revolving Credit Lenders; provided the Applicable Rate for a Revolving Commitment arranger(s)Increase shall be the Applicable Rate for the Class being increased, and (H) shall not have a greater principal amount of Commitments than fees determined by the Borrower and the applicable Incremental Revolving Credit Commitment arranger(s). (xiii) the principal amount 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 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 in right of payment and security with the Obligations 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 Sections 7.01 and 7.03 the terms of this Agreement as amended through the date of such calculation with respect to Term B-3 Loans plus 50 basis points per annum unless the Applicable Rate (it being understood together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the Term B-3 Loans is increased so as to cause the then applicable All-In Yield under this Agreement on the 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 such additional amount shall utilize availability under increase in All-In Yield to 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 (I) (provided that the Administrative Agent has not notified such Person in writing of its objection to such calculation prior Term B-3 Loan due to the funding thereof) and, without excusing application or imposition of a Eurocurrency Rate or Base Rate floor on any Default Incremental Term Loan shall be effected solely through an increase in (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 Commitmentsimplementation of, as applicable) any Eurocurrency or Base Rate floor applicable to such Term B-3 Loan.