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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and

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, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Incremental Term Lenders or lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Incremental Term Loans or Revolving Credit Commitments, as applicable, each existing on . In any event: (i) the Refinancing Facility Closing Date, Incremental Term Loans (except as otherwise specified below in this clause (i)): (1) shall be consistent rank pari passu or junior (if secured) in right of payment and of security with clauses (i)-(vii) below, as applicable, the Term Loans and (A2)(x) reflect market terms shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the other Facilities and conditions (taken as a wholey) shall not be guaranteed by any Person other than the Guarantors under the other Facilities; (B) shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans:; (iC) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Initial Term Loans; (iiiD) shall have an interest rate (which may be fixed or variable), margin (if anysubject to Section 2.14(e)(i)(B) and interest rate floor (if any), and subject to clause (e)(iiSection 2.14(e)(i)(C) above, shall have amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders or other Additional Lenders,; (ivE) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above and other than call protection to be agreed between the Borrower and the applicable Incremental Lenders) shall have fees be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans and (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing corresponding Facility). (ii) [reserved]. (iii) the Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Commitments that are secured on a pro rata basispari passu basis with the Initial Term Loans, less than pro rata basis or the Effective Yield applicable to such Incremental Term Loans shall not be greater than pro rata basis (except that, unless otherwise permitted under the applicable Effective Yield payable pursuant to the terms of this Agreement, Agreement as amended through the date of such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared calculation with respect to any earlier maturing Class of Initial Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations Initial Term Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency Rate or Base Rate floors shall be equated to the applicable Refinanced Debt and Effective Yield for purposes of determining whether an increase to the interest rate margin under the Initial Term Loans shall be secured by the Collateral and shall have the same rank in right of security with respect required, but only to the other Obligations as extent an increase in the Eurocurrency Rate or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable Refinanced Debt; andto the Initial Term Loans shall be increased to the extent of such differential between the Eurocurrency Rate or Base Rate floors.

Required Terms. The terms, provisions and documentation of the Refinancing Term Incremental Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, of any Class Commitments shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each Commitment Amounts existing on the Refinancing Incremental Facility Closing Date, shall be consistent reasonably satisfactory to Administrative Agent (provided that the terms of any Incremental Loans and Incremental Revolving Credit Commitments established pursuant to a Commitment Increase shall be identical to the terms of the Loans and Revolving Credit Commitments of the applicable Class being so increased). Additionally, notwithstanding anything to the contrary in this Section 2.14: (i) any such Incremental Revolving Credit Commitments or Incremental Loans shall rank pari passu in right of payment and of security with clauses the Loans and shall not be secured by assets not constituting Collateral or guaranteed by any person other than the Guarantors; (i)-(viiii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) any such Incremental Revolving Credit Commitments or Incremental Loans shall not mature earlier than the Commitment Termination Date of any Loans or Commitments outstanding at the time of incurrence 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 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 Incremental 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,; (iii) shall have an the borrowing and repayment (except for (1) payments of interest rate and fees at different rates on Incremental Revolving Credit Commitments (which may be fixed or variableand related outstandings), margin (if any2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and interest rate floor (if any), 3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (e)(iithis Section 2.14(e))) above, amortization determined by of Loans with respect to Incremental Revolving Credit Commitments after the Borrower and the applicable Refinancing Term Lenders,associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Commitments; (iv) all Letters of Credit shall have fees determined be participated on a pro rata basis by the Borrower and the applicable Refinancing Loan arranger(s),all Lenders with Revolving Credit Commitments in accordance with their Revolving Credit Exposure; (v) (A) may participate the permanent termination of Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,with all other Revolving Credit Commitments; and (vi) the establishment of Incremental Revolving Commitments and Incremental Loans shall not have a greater principal amount than be subject to the principal amount limitations set forth in the last sentence of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right definition of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and“Class”.

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, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Incremental Term Lenders or lenders providing such Refinancing Incremental Term Commitments, and except as otherwise set forth herein, applicable; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not identical to any Class repayment in full of the Initial Term Loans, unless accompanied by at least a ratable payment of the Initial Term Loans (provided that (x) any Refinancing Amendment, Extension Amendment or Revolving Credit Incremental Amendment may provide that the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, as applicable, each existing on shall receive a less than ratable payment and (y) the Refinancing Facility Closing Dateforegoing shall not be construed to prohibit a prepayment of a given Class of Incremental Term Loans (without an accompanying prepayment of Initial Term Loans) in connection a Permitted Repricing Amendment for, shall be consistent with clauses or the incurrence of Replacement Term Loans to refinance, such Incremental Term Loans). In any event: (i)-(viii) the Incremental Term Loans (except as otherwise specified below in this clause (i) or in clause (iii) below, as applicable, and ): (A) reflect market terms (1) shall rank pari passu in right of payment and conditions of security with the other Term Loans and (taken as a whole2)(x) shall not be secured by any Lien on any property or asset that does not constitute Collateral securing the Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities; (B) shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans:; (iC) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Initial Term Loans; (iiiD) shall have an interest rate subject to clauses (which may be fixed or variable), margin (if anye)(i)(B) and interest rate floor (if any), and subject to clause (e)(iie)(i)(C) above, shall have amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders or other Additional Lenders,; (ivE) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above) shall have fees be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans and (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under the applicable Facility). (ii) [reserved]. (iii) the Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basisIncremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, less than pro rata basis or however, that, with respect to any Incremental Term Loans made under Incremental Term Commitments after the Closing Date, the Effective Yield applicable to such Incremental Term Loans shall not be greater than pro rata basis (except that, unless otherwise permitted under the applicable Effective Yield payable pursuant to the terms of this Agreement, Agreement as amended through the date of such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared calculation with respect to any earlier maturing Class of Initial Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations Initial Term Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable Refinanced Debt and Effective Yield for purposes of determining whether an increase to the interest rate margin under the Initial Terms Loans shall be secured by the Collateral and shall have the same rank in right of security with respect required, but only to the other Obligations as extent an increase in the Eurocurrency or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency or Base Rate floor (but not the interest rate margin) applicable Refinanced Debt; andto the Initial Term Loans shall be increased to the extent of such differential between the Eurocurrency or Base Rate floors.

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 Borrower Borrowers and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and otherwise, at the option of the Borrowers, either (Ax) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness refinancing (as determined by the Administrative Borrower in good faith) or (By) otherwise reasonably satisfactory if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Refinancing Arranger 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 (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 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 Term Loans and Revolving Credit Commitments existing at the time of such refinancing). If necessary to consummate any such Refinancing Facility Closing Date) which Loans or Refinancing Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments, the interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be added without automatically increased and any call protection provision may be made more favorable to the consent of any other partyapplicable existing Lenders. In any event, : (Ai) the The Refinancing Term Loans: (iA) 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; (iiB) as of the Refinancing Facility Closing Date, 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; (iiiC) shall have an interest rate (which may be fixed Applicable Rate and Eurocurrency Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower 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. (ivD) shall have fees determined by the Borrower Borrowers and the applicable Refinancing Loan arranger(s),; (vE) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (AF) may provide for the ability to participate on a pro rata basis, 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 or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for AHYDO Payments and prepayments pursuant to any earlier maturing Class of Term LoansSection 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,hereunder; (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interestinterest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated or similar fees) incurred in connection with the refinancingissuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, andas applicable; (viii) shall have the same rank pari passu in right of payment or junior in right of payment with respect the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the other Obligations as the applicable Refinanced Debt and extent (x) secured by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (i) shall have the same rank pari passu in right of security payment with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the other Obligations as 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 Refinanced DebtMaturity Date of the Refinancing Revolving Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments; (D) may include provisions for letter of credit and swing line subfacilities and may be available in any Available Currency; (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate Commitments (I) in respect of any 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; (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date; (G) shall have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Revolving Credit Lenders; provided that if the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) with respect to any Refinancing Revolving Credit Commitments that constitute an increase to an existing Class of Revolving Credit Commitments is higher than the Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) for the Class being increased, then the Applicable Rate for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency; (H) shall have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s); (I) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; and (J) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments or Refinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable.

Required Terms. The terms, provisions and documentation of the 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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans term loans or Revolving Credit Commitmentsrevolving credit commitments, as applicable, each existing on the applicable Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) or (ii) below, as applicable, and (A) reflect market terms and conditions otherwise shall be (taken as a whole) at the time of incurrence of such Indebtedness no more favorable (as reasonably determined by the Borrower in good faithBorrower) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) 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 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 applicable Refinancing Facility Closing Date) which may be added without and (2) pricing, fees, rate floors, optional prepayment or redemption terms), unless the consent Lenders under the existing Facilities are given the benefit of any other partysuch terms and provisions. In any event, : (Ai) the The Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Debt on the Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that, unless otherwise permitted under this Agreement, date of incurrence of such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (viC) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, (D) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interestinterest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Refinancing Term Loans plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated or similar fees) incurred in connection with the refinancing, andissuance of such Refinancing Term Loans, (viiE) (I) shall have the same rank pari passu in right of payment with respect to the other Obligations as under the applicable Refinanced Debt then existing Term A Loans and Revolving Credit Loans and (II) shall either be (x) secured by the Collateral (and shall have the same not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, and (F) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of 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 and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; provided that if such Indebtedness is secured, it shall be subject to an intercreditor agreement on terms reasonably satisfactory to the Administrative Agent, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the other Obligations as 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) 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 Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments existing on the Refinancing Facility Closing Date (without giving effect to changes thereto on an earlier Maturity Date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued), (E) shall provide that the permanent repayment of Refinancing Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis, or on a less than (but not greater than pro rata basis) pro rata basis, with all other revolving credit commitments under this Agreement, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Refinancing Revolving Loans on a greater than pro rata basis as compared to any other Class of revolving credit loans under this Agreement with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans existing on the Refinancing Facility Closing Date, (G) shall not be Guaranteed by any Person other than a Loan Party and shall not be borrowed by any Person other than a Loan Party, and (H) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest and fees on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such Refinancing Revolving Credit Commitments plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any reasonable fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments or Refinancing Revolving 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 shall be as agreed between the Borrower and the applicable Refinancing Incremental Term Lenders providing such Refinancing Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses clause (i)-(viii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) below 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) Administrative Agent; provided that in the case of any Class a Term Loan Increase, the terms, provisions and documentation of Refinancing such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. The terms, provisions and Refinancing Term Commitments, for the benefit documentation of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing an Incremental Revolving Credit Commitments, for the benefit of Commitment shall be identical (other than with respect to upfront fees or similar fees) to the Revolving Credit Lenders or (ii) applicable only to periods after Commitments being increased, in each case, as existing on the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be incurred by the Borrower and guaranteed by the Guarantors and (III) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations, (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 A Loans or any Extended Term Loans as to which the Term A Loans were the Existing Term Loan Tranche, (iiC) as of the Refinancing Facility Closing Incremental Amendment Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtTerm A Loans, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Rate, and subject to clause clauses (e)(iie)(i)(B) and (e)(i)(C) above, final maturity and amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders; provided the Applicable Rate, final maturity and amortization for a Term Loan Increase shall be the Applicable Rate, final maturity and amortization for the Class being increased, (ivE) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s),, and (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment or mandatory prepayments of Term Loans,Loans hereunder. (viii) the Incremental Revolving Credit Commitments: (A) (I) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank pari passu in right of payment with respect to the other Obligations as Obligations, (II) shall be incurred by the applicable Refinanced Debt Borrower and guaranteed by the Guarantors and (III) shall be secured by the Collateral and shall have the same rank pari passu in right of security with respect the Obligations, (B) [reserved], (C) on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Revolving Credit Lenders in accordance with their percentage of the Revolving Credit Commitments existing after giving effect to such Incremental Revolving Credit Commitments, provided, that in connection with such election the other Obligations as Swing Line Lender or the L/C Issuer may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Refinanced Debt; 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 Revolving Credit Commitments, (D) [reserved], (E) [reserved], and (F) shall have fees determined by the Borrower and the applicable Incremental Revolving Credit Commitment arranger(s).

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iiiC) shall have an interest rate (which may be fixed Applicable Rate and Eurocurrency Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (AE) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any earlier maturing voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans and (B) may participate hereunder, or if junior in right of security, shall be on a pro rata basis, less than pro rata junior basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith respect thereto, (viF) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (viiG) (I) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt under Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall have the same rank pari passu or junior in right of security with respect the Obligations under the Initial Loans and other Loans that are required to be secured on a pari passu basis with the Initial Loans (and, if applicable, subject to a Subordination Agreement and/or a Third Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the other Obligations as Borrower and the applicable Refinanced DebtAdministrative Agent); and (ii) [Reserved].

Required Terms. The terms, provisions and documentation of (i) 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 Borrower and the applicable Refinancing Incremental Term Lenders providing such Refinancing Incremental Term Loans and Incremental Term Commitments, and as applicable(and, for the avoidance of doubt, without requiring the consent or acknowledgment of the Administrative Agent or any Lender); provided that, except as otherwise set forth herein, to the extent not identical to any Class of consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant and terms that apply solely to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that the terms or conditions set forth therein that are more restrictive than the terms and conditions set forth in this Agreement shall be deemed to be reasonably satisfactory to the Administrative Agent if the Initial Term Loans receive the benefit of such terms or conditions, as applicable) and (ii) the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments (other than upfront fees or similar economic terms) shall be substantially identical to the terms, provisions and documentation of the Refinancing Revolving Credit Facility Closing Date) which may be added without the consent of any other party(subject to Section 2.14(i)). In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date mature earlier than the Maturity Date of the Refinanced DebtInitial Term Loans, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtInitial Term Loans, (iiiC) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Rate, and subject to clauses (e)(i)(A) and (e)(i)(B) above and clause (e)(iie)(iii) abovebelow, amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders,, and (ivD) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) Incremental Term Loans may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 any earlier maturing Class of Term Loansbasis) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basishereunder, less than pro rata basis or greater than pro rata basis as specified in any voluntary prepayment of Term Loans,the applicable Incremental Amendment; (viii) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, [reserved]; and (viiiii) shall have the same rank in right of payment with respect amortization schedule applicable to any Incremental Term Loans and the yield applicable to the other Obligations as Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Refinanced Debt Lenders providing such Incremental Term Loans and shall be secured by the Collateral and shall have the same rank set forth in right of security with respect to the other Obligations as the each applicable Refinanced Debt; andIncremental Amendment.

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 including, without limitation, any Class financial covenants and baskets, shall be as agreed between no more favorable to the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments, Incremental Commitments than the terms hereunder and except as otherwise set forth herein, to the extent not identical to any Class of the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent reasonably satisfactory to the Majority Lenders. In any event: (i) with clauses (i)-(vii) below, as applicable, respect to any Incremental Term Loans and Incremental Term Commitments: (A) reflect market terms and conditions no such Incremental Term Loan shall mature earlier than the later of (taken as a whole1) the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Indebtedness Incremental Term Loans and (as determined by 2) the Borrower in good faithLC Maturity Date; provided that at no time shall there be Term Loans hereunder (including Incremental Term Loans) or which have more than five different Maturity Dates; (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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity of any such Incremental Term Loan shall be no shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Initial Term Loans; (iiiC) no Incremental Term Loans shall have amortize at an annual rate higher than 1.00% of the original principal amount of such Incremental Term Loans on the Incremental Facility Closing Date; (D) the pricing, interest rate (which may be fixed or variable)margins, margin (if any) and interest discounts, premiums, rate floor (if any)floors, and subject fees applicable to clause (e)(ii) above, amortization any Incremental Term Loans shall be determined by the Borrower and the applicable Refinancing Term Lenders,Incremental Lenders and shall be set forth in each applicable Incremental Amendment; and (ivE) such Incremental Term Loans (A) may be secured by the Collateral on a junior basis (but not a pari passu or senior basis) with the First Lien Obligations and all other applicable Obligations under this Agreement and the other Loan Documents in the manner set forth in the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, as applicable, and (B) to the extent secured, shall have be subject to the Second Lien Intercreditor Agreement and/or the Third Lien Subordination and Intercreditor Agreement, as applicable; (ii) with respect to any Incremental Revolving Loans and Incremental Revolving Commitments: (A) no such Incremental Revolving Commitments or Incremental Revolving Loans shall mature earlier than the later of (1) the Latest Maturity Date of the Initial Term Loans then outstanding and (2) the LC Maturity Date, in each case, at the time of incurrence of such Incremental Revolving Commitments; (B) there shall be no required repayments or mandatory commitment reduction with respect thereto (except for (1) payments of interest and fees on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Commitments and (3) mandatory prepayments with respect to the Incremental Revolving Loans made in accordance with Section 2.06(b)) prior to the later of (1) the Latest Maturity Date of the Initial Term Loans then outstanding and (2) the LC Maturity Date, in each case, at the time of incurrence of such Incremental Revolving Commitments; (C) the aggregate principal amount of all Incremental Revolving Commitments established pursuant to this Section 2.14 will not exceed $25,000,000; (D) no Pari Passu Incremental Equivalent Debt shall be outstanding at the time of incurrence of such Incremental Revolving Commitments; (E) any such Incremental Revolving Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Initial Term Loans and all other applicable Obligations under this Agreement and the other Loan Documents in the manner set forth in the First Lien Pari Passu Intercreditor Agreement and shall be subject to the First Lien Pari Passu Intercreditor Agreement, the Second Lien Intercreditor Agreement and the Third Lien Subordination and Intercreditor Agreement, as applicable; and (F) the pricing, interest rate margins, discounts, premiums, rate floors, and fees applicable to any Incremental Revolving Loans shall be determined by the Borrower and the applicable Refinancing Incremental Revolving Lenders and shall be set forth in each applicable Incremental Amendment; provided that (1) in the event that the Effective Yield for any Incremental Revolving Commitment or Incremental Revolving Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or is greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment Effective Yield with respect to the other Obligations as Initial Term Loans, then the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security interest rate margin with respect to the other Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fee, as applicable, shall be increased (x) with respect to the Initial Term Loans, to the extent necessary so that the Effective Yield for the Initial Term Loans is equal to 50 basis points greater than the Effective Yield for such Incremental Revolving Commitments or Incremental Revolving Loans and (y) with respect to any outstanding Letter of Credit Obligations and the Letter of Credit Fee, to the extent necessary so that, after giving effect to any increase required by the immediately preceding clause (x), the differential between the Effective Yield for the Letter of Credit Obligations including the Letter of Credit Fee and the Effective Yield for the Initial Term Loans remains the same as such differential immediately before giving effect to any increase required by the immediately preceding clause (x), (2) in the event that the Effective Yield for any Incremental Revolving Commitment or Incremental Revolving Loan is less than the Effective Yield with respect to the Initial Term Loans, then the interest rate margin with respect to the Initial Term Loans and any outstanding Letter of Credit Obligations and/or the Letter of Credit Fee, as applicable, shall be increased (x) with respect to the Initial Term Loans, by up to 50 basis points to the extent (and then only to the extent) necessary so that the Effective Yield for the Initial Term Loans is not less than 50 basis points greater than the Effective Yield for such Incremental Revolving Commitments or Incremental Revolving Loans and (y) with respect to any outstanding Letter of Credit Obligations and the Letter of Credit Fee, to the extent (and then only to the extent) necessary so that, after giving effect to any increase required by the immediately preceding clause (x), the differential between the Effective Yield for the Letter of Credit Obligations including the Letter of Credit Fee and the Effective Yield for the Initial Term Loans remains the same as such differential immediately before giving effect to any increase required by the immediately preceding clause (x) (it being understood and agreed that if the Effective Yield for the Incremental Revolving Commitments or Incremental Revolving Loans is lower than the Effective Yield for the Initial Term Loans by 50 basis points or more, no adjustment to the interest rate margin with respect to the Initial Term Loans or the Letter of Credit Obligations or Letter of Credit Fee, as applicable, shall be made) and (C) if the applicable Refinanced Debt; andIncremental Revolving Commitments or Incremental Revolving Loans includes an interest rate floor greater than that applicable to the Initial Term Loans and such floor is applicable on the date of determination, such excess amount shall be equated to yield for purposes of determining whether an increase to the interest rate margin with respect to the Initial Term Loans, the Letter of Credit Obligations and/or the Letter of Credit Fees, as applicable, shall be required.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments any Incremental Loan or the Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class Incremental Commitment shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Loans or Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term substantially consistent with the Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Incremental Tranche Closing DateDate (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise shall be reasonably satisfactory to the Refinancing Arranger Majority Lenders (except for covenants other than in respect of pricing, fees, interest, rate floors, optional prepayment, redemption terms, amortization or other provisions (i) conformed (or added) in the Loan Documents pursuant maturity), it being understood that to the related Refinancing Amendment, (x) in extent any Previously Absent Financial Maintenance Covenant is added for the case benefit of any Class of Refinancing Term Loans and Refinancing Term CommitmentsIncremental Loan or Incremental Commitment, no consent shall be required from any existing Lender to the extent such Previously Absent Financial Maintenance Covenant is (A) also added for the benefit of the Term Lenders and Loans existing on the Incremental Tranche Closing Date or (yB) only applicable after the Maturity Date of any Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of any Class a Loan Increase, the terms, provisions and documentation of Refinancing Revolving such Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable 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 Refinancing Facility Closing Date) which may be added without the consent of any other partybeing increased. In any event, (A) the Refinancing Term Loans:, (i) each Incremental Loan or Incremental Commitment: (A) will rank pari passu in right of security with the other Loans or Commitments, as applicable, of the Refinancing Facility Closing Date, such Class; (B) shall not have a final scheduled maturity date mature earlier than the Maturity Date of with respect to the Refinanced Debt,Initial Loans (prior to giving effect to any extensions thereof); (iiC) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Initial Loans on the date of incurrence of such Incremental Loans (except by virtue of amortization or prepayment of the Initial Loans prior to the time of such incurrence); (iiiD) shall have an interest rate fees and, subject to clauses (which may be fixed or variable), margin (if anye)(i)(B) and interest rate floor (if any), e)(i)(C) above and subject to clause (e)(ii) abovebelow, amortization determined by the Borrower and the applicable Refinancing Term Incremental Lenders,; and (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (AE) may provide for the ability to participate on a pro rata basis, or on a less than pro rata basis or (but not on a greater than pro rata basis (except thatbasis), unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) in any voluntary or mandatory prepayments of Term Loans and (B) may participate on a pro rata basishereunder, less than pro rata basis or greater than pro rata basis as specified in any voluntary prepayment of Term Loans,the applicable Incremental Amendment; (viii) there shall be no borrowers or guarantors in respect of such Incremental Loans that are not the Borrower or a Guarantor, and Incremental Loans shall not have a greater principal amount be secured by assets other than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums Collateral (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment except pursuant to an escrow or similar arrangement with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right proceeds of security with respect to the other Obligations as the applicable Refinanced Debt; andsuch Incremental Loans or Incremental Commitments).

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Term Commitments, ; provided that: (i) the terms of any Term Loan Increase and except as otherwise set forth herein, the Incremental Term Commitments and Incremental Term Loans in respect thereof shall be identical to the extent not identical to any applicable Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on and constitute part of the Refinancing Facility Closing Date, shall be consistent with clauses same Class of Term Loans; (i)-(viiii) below, as applicable, and in respect of all other Incremental Term Loans: (A) reflect market terms such Incremental Term Loans shall rank pari passu in right of payment and conditions of security with the Initial Term Loans, (taken as a wholeB) such Incremental Term Loans shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans: (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, (iiC) as of the Refinancing Facility Closing Date, such Incremental Term Loans shall not 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), (iiiD) such Incremental Term Loans shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(i)(I) abovebelow, amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders, (ivE) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment, (F) the Incremental Term Loans shall otherwise have fees 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 in good faith that such terms and conditions satisfy the foregoing requirements of this subclause (F), shall be conclusive unless the 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 be no borrower in respect of any Incremental Term Loans other than the Borrower and (II) there shall be no other obligor or guarantor in respect of the Incremental Term Loans other than a Guarantor; (H) no Incremental Term Loans shall be secured by any assets that do not constitute Collateral; and (I) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Refinancing new Lenders and shall be set forth in each applicable Incremental Amendment; provided that with respect to any Loans under Incremental Term Loan arranger(s), (v) (A) may participate Commitments that are secured by the Collateral on a pro rata basis, pari passu basis with the Initial Term Loans with a maturity date that is less than pro rata basis or 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 pro rata basis (except that, unless otherwise permitted under the applicable All-In Yield payable pursuant to the terms of this Agreement, Agreement as amended through the date of such Refinancing calculation with respect to such Initial Term Loans may not participate on a greater by more than a pro rata 50 basis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and points per annum (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of such excess, the Refinanced Debt plus accrued but unpaid interest“Yield Differential”), feesthen the interest rate (together with, premiums (if anyas provided in the proviso below, the Term SOFR or Base Rate floor) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as Initial Term Loans shall be increased by the applicable Refinanced Debt and Yield Differential; provided that, if any Incremental Term Loans include a Term SOFR or Base Rate floor that is greater than the Term SOFR or Base Rate floor applicable to the Initial Term Loans, such differential between interest rate floors shall be secured by included in the Collateral and shall have the same rank in right calculation of security with respect All-In Yield for purposes of this clause (iii) but only to the other Obligations as extent an increase in the Term SOFR or Base Rate Floor applicable Refinanced Debtto the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case the Term SOFR and Base Rate floors (but not the Applicable Rate, unless the Borrower otherwise elects in its sole discretion) applicable to the Initial Term Loans shall be increased to the extent of such differential between interest rate floors and (II) the prepayment premiums, end of term fees and similar call protection applicable to any Incremental Term Loans, if any, shall not be 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 Specified Existing Term Loan Exchanges and exchanges of Existing Secured Notes or Existing Unsecured Notes or, in the case of any new money Incremental Term Commitments, to 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 Borrower and the applicable Refinancing Lenders providing such Refinancing 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, shall be consistent with clauses (i)-(viii) or (ii) below, as applicable, and (A) reflect market terms and conditions otherwise shall be (taken as a whole) at the time of incurrence of such Indebtedness not materially more favorable (as reasonably determined by the Borrower in good faithand conclusively evidenced by a certificate of the Borrower) or (B) otherwise reasonably satisfactory to the Refinancing Arranger 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 (ias of the applicable Refinancing Closing Date) conformed of such Class being refinanced, (or added2) in the Loan Documents pursuant pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the related Refinancing Amendmentimmediately succeeding proviso, (x) in a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the case contrary herein, if any such terms, provisions and documentation of any Class of the Refinancing Term Loans and Refinancing Term Commitments, for Commitments or the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit 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 Credit Lenders Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (iiII) the applicable only 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 periods after be included in this Agreement for the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent benefit of any other partyTerm Loans hereunder). In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the 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), (iiiC) shall have an interest rate Applicable Margin and, subject to clauses (which may be fixed or variable), margin (if anye)(i)(A) and interest rate floor (if any), and subject to clause (e)(iie)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the 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 on a pro rata basis, or on a less than pro rata basis (but not on a greater than pro rata basis), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment, and (F) (I) shall rank pari passu in right of payment with the Obligations under the then existing Term Loans and Revolving Loans and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinancing Closing Date, (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 more than two (2) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have fees an Applicable Margin determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancingRevolving Lenders, and (viiI) shall have the same rank in right of payment with respect not be subject to the any guarantee by any Person other Obligations as the applicable Refinanced Debt than a Credit Party and shall be secured by not include any borrower other than the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andBorrower hereunder.

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments, Incremental Commitments and except as otherwise set forth herein, to the extent not identical to any Class of consistent with the Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) beloweither, as applicableat the option of the Borrower, and (A) reflect market terms and conditions be reasonably satisfactory to the Required Lenders, (taken as a wholeB) at be not materially more restrictive to the time of incurrence of such Indebtedness Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in 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 (By) otherwise 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, 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 and the Delayed Draw Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and Delayed Draw Term Loans or (C) contain such terms, provisions and documentation as are reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed Administrative Agent and the Specified Representative (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Refinancing Lenders other than the Revolving Lenders under Section 10.01) (provided that, at the Borrower’s election, to the extent any term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans and Refinancing Term or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the Delayed Draw Term Loan Facility or (ii) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent and the Specified Representative unless the addition of such term or provision (yor the provision of the features thereof) in to the case Revolving Facility would require the consent of any Class of Refinancing Lenders other than the Revolving Loans Lenders under Section 10.01, in which case the consent of the Administrative Agent and Refinancing Revolving Credit Commitmentsthe Specified Representative shall be required or any Lender 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 Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing 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) which may Date (provided that, if such Incremental Term Loans are intended to be added without “fungible” with the consent of Closing Date Term Loans, notwithstanding any other partyconditions 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 provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (I) shall rank equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Administrative Agent or (B) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to Section 2.14(4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing Date Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) aboveabove and clause (5)(b) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Refinancing Incremental Term Lenders, (iv; 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) shall have fees determined to be agreed by the Borrower and the applicable Refinancing Loan arranger(s)Administrative Agent 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, (v) (A) to the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (but without regard to the control of remedies), may participate on a pro rata basis, basis or less than pro rata basis or greater than a pro rata basis (but not greater than a pro rata basis) in any mandatory prepayments of Term Loans hereunder, except that, unless otherwise permitted restricted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier later maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments of Term Loans under Section 2.05(2)(a), (b) and (c)(i) as specified in the applicable Incremental Amendment and (B) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any voluntary prepayment prepayments of Term LoansLoans hereunder, as specified in the applicable Incremental Amendment, (vi) shall not have a greater principal amount than be denominated in Dollars, subject to the principal amount consent of the Refinanced Debt plus accrued but unpaid interestAdministrative Agent and the Specified Representative (not to be unreasonably withheld, feesdelayed or conditioned), premiums (if any) another currency as determined by the Borrower and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andapplicable Incremental Term Lenders, (vii) shall have not at any time be guaranteed by any Subsidiary of the same Borrower other than Subsidiaries that are Guarantors, and (viii) 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 Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (I) shall rank equal or junior in priority in right of payment with respect the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the other control of remedies) or junior in priority of right of security with the First Lien Obligations as the applicable Refinanced Debt under this Agreement and shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Revolver Agent or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(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 Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (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 Commitments existing on such Incremental Facility Closing Date, (vi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolver Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in Dollars or, subject to the consent of the Revolver Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving 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 Restricted Subsidiary other than the Collateral; and (xii) shall not exceed an amount such that, after giving effect thereto, the aggregate principal amount of all Incremental Revolving Commitments and Permitted Incremental Equivalent Debt constituting revolving commitments exceeds the greater of (a) $25,000,000 and (b) 30% of Consolidated EBITDA of the Borrower and the Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) (the “Available Incremental Revolver Cap”); provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; 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 Required Revolver Lenders, the Borrower and the relevant Issuing Banks and/or the Swing Line Lender, as applicable. (c) the Applicable Rate and fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loan that (I) is secured by the Collateral and shall have the same rank ranks equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (II) is in the form of Dollar-denominated term loans or notes (other than in the form of a bona fide widely placed Rule 144A high-yield bond offering), the All-In Yield applicable to 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 the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Term SOFR or Base Rate floor) with respect to the other Obligations Closing Date Term Loans and Delayed Draw Term Loans is increased so as to cause the then applicable Refinanced Debt; andAll-In Yield under this Agreement on the Closing Date Term Loans and 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 and agreed that any increase in All-In Yield on the Closing Date Term Loans and Delayed Draw Term Loans due to the application of an Adjusted Term SOFR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted Term SOFR or Base Rate floor applicable to suc

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iiiC) shall have an interest rate (which may be fixed Applicable Rate and Eurocurrency Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (v) (AE) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any earlier maturing 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 and (B) may participate hereunder, or if junior in right of security, shall be on a pro rata basis, less than pro rata junior basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith respect thereto, (viF) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (viiG) (I) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall have the same rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Borrower and the Administrative Agent); and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a first lien basis, (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Obligations Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided, such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date, (G) shall have an Applicable Rate and Eurocurrency Rate or Base Rate floor (if any) determined by the Borrower and the applicable Refinancing Revolving Credit Lenders, (H) shall have fees determined by the Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and (I) shall not have a greater principal amount of Commitments than the principal amount of the Commitments of the Refinanced Debt; andDebt and accrued interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans 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 Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders or lenders providing such Refinancing Incremental Commitments, and . In any event: (i) The Incremental Term Loans (except as otherwise set forth hereinspecified in this clause (i)): (A) shall be guaranteed by the Guarantors and shall rank pari passu or junior in right of payment and of security with the Revolving Credit Loans and the Term Loans; (B) shall not at any time be guaranteed by any Subsidiaries other than the Subsidiaries that are Guarantors nor be secured by a Lien on any property or asset that does not secure the Facilities; (C) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans; (D) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of then-existing Term Loans; (E) shall have an Applicable Rate, and subject to clauses (e)(i)(C) and (e)(i)(D) above and clause (e)(iii) below, amortization determined by the extent not identical to Borrower and the applicable Incremental Term Lenders or lenders providing such Incremental Commitments; (F) shall participate on a pro rata basis in any Class voluntary or mandatory prepayments of Term Loans hereunder; provided that, unless otherwise agreed between the Incremental Lenders and the Borrower, the payment of the fee referred to in Section 2.09(d) shall not apply to any voluntary or Revolving Credit Commitments, as applicable, each mandatory prepayments of Incremental Term Loans; and (G) the other terms of any Incremental Term Loans that are not substantially identical to the then existing on the Refinancing Facility Closing Date, shall be consistent with Term Loans (other than pursuant to clauses (i)-(viiA) belowthrough (F) above) shall either, as applicable(i) at the option of the Borrower, and (Ax) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness the Incremental Term Loans (as determined in reasonable good faith by the Borrower); provided, that if any financial maintenance covenant is applicable to the Incremental Term Loans, such provisions shall also be applicable to then existing Term Loans (except to the extent that such financial maintenance covenant applies only to periods after the latest final scheduled maturity of the then existing Term Loans or (y) not be materially more restrictive to the Borrower when taken as a whole (as determined in reasonable good faithfaith by the Borrower), than the terms of the Initial Term Loans (except in respect of covenants or other provisions applicable only to periods after the latest final scheduled maturity date of the then existing Term Loans or (ii) if neither clause (x) or (By) otherwise in preceding clause (i) can be satisfied, as shall be reasonably satisfactory acceptable to the Refinancing Arranger Administrative Agent (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 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 Maturity Date of the Initial Term Loans existing at the time of incurrence of such Incremental Term Loans). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be substantially identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Maturity Date as of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Refinancing Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date; (D) subject to the provisions of Sections 2.03(m) and 2.04(g) to the extent dealing with Swing Line Loans and Letters of Credit which may 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 added participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without the consent giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of any other party. In any event, Credit theretofore incurred or issued); (AE) the Refinancing Term Loans: (i) as permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the Refinancing associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 except that the Borrower shall be permitted to permanently repay and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate terminate commitments of any such Class on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater better than a pro rata basis as compared to any earlier maturing other Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on with a pro rata basis, less later maturity date than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,such Class; (viF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall not have a greater principal amount than be governed by the principal amount of same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, Incremental Facility Closing Date; and (viiG) shall have any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the same rank in right case may be, of payment with respect Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the other Obligations as Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates; and (iii) subject to Section 2.14(e)(i)(C), the amortization schedule applicable to any Incremental Loans and the All-In-Yield applicable to the Incremental Term Loans of each Class, shall be determined by the Borrower and the applicable Refinanced Debt Incremental Lenders and shall be set forth in each applicable Incremental Amendment and in the definitive documentation governing such Indebtedness; provided, however, that to the extent any Incremental Loans are secured by the Collateral and shall have the same rank on a pari passu basis in right of security with the Revolving Credit Loans and the Term Loans, the All-In Yield applicable to any Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to any Term Loans, plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency or Base Rate floor) with respect to the other Obligations relevant Term Loans is increased so as to cause the then applicable All-In Yield under this Agreement on each outstanding Class of Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum, such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable Refinanced Debt; andAll-In Yield for purposes of determining whether an increase to the interest rate margin under the Terms Loans shall be required, but only to the extent an increase in the Eurocurrency or Base Rate floor in the Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency or Base Rate floor (but not the interest rate margin) applicable to the Term Loans shall be increased to the extent of such differential between the Eurocurrency or Base Rate floors.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,; (iiiC) 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 interest rate (which may be fixed Applicable Margin and Adjusted LIBO Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iiA) and (B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders,; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s),; (v) (AF) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 in respect of any earlier maturing voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans and (B) may participate hereunder, or if junior in right of security, shall be on a pro rata basis, less than pro rata junior basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith respect thereto, (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID original issue discount and upfront fees associated with the refinancing, and; (viiH) (I) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as under the applicable Refinanced Debt initial Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall have rank pari passu (which may be in the same rank form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with respect the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the other Obligations Borrower and the Administrative Agent); and (I) may include any Previously Absent Financial Covenant so long as the applicable Refinanced Debt; andAdministrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a “springing” financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Class of term loans), the Previously Absent Financial Covenant shall only be required to be included in this Agreement for the benefit of Revolving 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 Loan Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, Incremental Lenders; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not identical to any Class repayment in full of the Term Loans, unless accompanied by at least a ratable payment of the Term Loans (provided that any Refinancing Amendment, Extension Amendment or Revolving Credit CommitmentsIncremental Amendment may provide that the applicable Incremental Lenders shall receive a less than ratable payment). In any event: (i) the Incremental Term Loans and, as applicable, each existing on the Refinancing Facility Closing Date, New Revolving Credit Commitments: (A) shall be consistent rank pari passu or junior in right of payment and pari passu or junior with clauses (i)-(vii) belowrespect to security with the Revolving Credit Loans and the Term Loans, as applicable, or may be unsecured (and to the extent secured or subordinated in right of payment shall be subject to intercreditor agreements reasonably satisfactory to the Administrative Agent); (AB) reflect market terms and conditions (taken as a whole) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Indebtedness Incremental Term Loans; (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, (xC) in the case of any Class of Refinancing Term Loans and Refinancing Term New Revolving Credit Commitments, for shall not mature earlier than the benefit Latest Maturity Date of the Term Lenders and Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments or have amortization or scheduled mandatory commitment reductions (yother than at maturity); (D) 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,then-existing Initial Term Loans; (iiiE) shall have an interest rate in the case of Incremental Term Loans, subject to clauses (which may be fixed or variable), margin (if anyB) and interest rate floor (if any), and subject to clause (e)(iiD) above, shall have amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders,; (ivF) subject to clause (ii) below, shall have fees an Applicable Rate determined by the Borrower and the applicable Refinancing Loan arranger(s),Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable; (vG) [reserved]; (AH) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 any earlier maturing Class of Term Loansbasis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment; (I) to the extent secured, shall not be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral; and (J) shall not be guaranteed by any Person other than any Loan Party and shall not have any obligors other than any Loan Party; (Bii) may participate on a pro rata basisthe material terms of each Revolving Commitment Increase will be substantially identical to those applicable to the Revolving Credit Loans or Revolving Credit Commitments being increased, less as applicable, or otherwise reasonably acceptable to the Administrative Agent (other than pro rata basis with respect to margin, pricing, maturity, fees or greater than pro rata basis in any voluntary prepayment terms which are applicable only after the then-existing maturity date with respect to the Revolving Credit Loans or Revolving Credit Commitments, as applicable, subject, solely as to administrative matters, to the consent of Term Loansthe Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)), (viiii) shall the interest rate applicable to any Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect to Dollar denominated Incremental Term Facilities incurred pursuant to clause (a) of Section 2.14(d)(v)(B) that is not have incurred in connection with a greater principal amount Permitted Acquisition or other investment, such interest rate will not be more than 0.50% higher than the principal amount corresponding interest rate applicable to the Initial Term Loans (without giving effect to any leverage based step-downs with respect to the Applicable Rate), unless the interest rate margin with respect to the existing Initial Term Loans, is adjusted to be equal to the interest rate with respect to the relevant Incremental Term Loans, minus, 0.50%; provided, further, that in determining the applicable interest rate: (w) OID or upfront fees paid by the Borrower in connection with the Initial Term Loans, such Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to the Applicable Rate on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of the Refinanced Debt plus accrued but unpaid interestaddition of such Incremental Term Loans shall be included (without giving effect to any leverage based step-downs with respect to the Applicable Rate), fees(y) arrangement, premiums commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (if anyor their Affiliates) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated in their respective capacities as such in connection with the refinancingInitial Term Loans, or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term Loans shall be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than that applicable to the existing Loans, and such floor is applicable to the Initial Term Loans, on the date of determination, such excess amount shall be equated to interest margin for determining the increase except as otherwise agreed by the Borrower, and (viiiv) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt Incremental Term Loans and Incremental Revolving Loans that are New Revolving Credit Commitments shall be secured on terms and pursuant to documentation to be determined by the Collateral Borrower and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andlenders thereunder.

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 Borrower Borrowers and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the other Incremental Term Loans or Revolving Credit Commitments, as applicableLoans, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) through (iii) below, as applicable, and otherwise as reasonably satisfactory to Administrative Agent (A) reflect market terms but in no event shall any such Incremental Facility have covenants and conditions defaults materially more restrictive (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (than those under this Agreement 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 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) defaults applicable only to periods after the Latest Maturity Date as at the time of the Refinancing such Incremental Facility Closing Date); provided that in the case of an Incremental Term Loan Increase, the terms, provisions and documentation shall be identical (other than with respect to upfront fees, original issue discount or similar fees) which may be added without to any applicable Incremental Term Loans being increased, as existing on the consent of any other partyIncremental Facility Closing Date. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) shall rank (I) pari passu in right of payment and (II) pari passu in right of security with the Revolving Credit Loans and any other outstanding Incremental Term Loans, (B) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date Maturity Date earlier than the Maturity Date with respect to the Loans and Commitments in effect as of the Refinanced Debteffective date of such Incremental Term Loans (prior to giving effect to any extensions thereof occurring after the Maturity Date), (iiC) shall have an amortization schedule as determined by the Borrowers and the applicable new Lenders, provided that, as of the Refinancing Incremental Facility Closing Date, such Incremental Term Loans shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debtany other outstanding Incremental Term Loans (as originally in effect prior to any amortization or prepayments thereto) on the date of incurrence of such Incremental Term Loans, (iiiD) shall have an interest rate (which may be fixed or variable)have, margin (if any) and interest rate floor (if any), and subject to clause (e)(iie)(iii) below, an Applicable Rate and, subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower Borrowers and the applicable Refinancing Incremental Term Lenders, (ivE) shall have fees determined by the Borrower Borrowers and the applicable Refinancing Incremental Term Loan arranger(s), (vF) with respect to any Incremental Term Loans structured as term B loans, may include such “most favored nation” pricing protections and a lower minimum assignment amount than is required under Section 10.07(b)(ii)(A), as determined by the Borrowers and the applicable Lenders, 193389590_5 (AG) may participate include mandatory prepayments as determined by the Administrative Agent, the Borrowers and the applicable Incremental Term Lenders on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that, unless otherwise permitted under this Agreement, the date of incurrence of such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Incremental Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (viiH) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor; (ii) the terms, provisions and documentation of any Revolving Commitment Increase shall have be identical to the same rank Revolving Credit Commitments being increased, as existing on the Incremental Facility Closing Date; provided that the Borrowers and the applicable new Lenders may agree to higher interest rates, upfront fees and Adjusted Term SOFR or Base Rate floors in right of payment each applicable Incremental Amendment if the interest rate margins, upfront fees and Adjusted Term SOFR or Base Rate floors with respect to the other Obligations existing Revolving Credit Commitments are increased so as to cause the then applicable interest rate, upfront fees, and Adjusted Term SOFR or Base Rate floors under this Agreement on such Revolving Credit Commitments to equal the interest rate, upfront fees, and Adjusted Term SOFR or Base Rate floors then applicable to the Revolving Commitment Increase; and (iii) the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrowers and the applicable Refinanced Debt new Lenders and shall be secured by the Collateral and shall have the same rank set forth in right of security with respect to the other Obligations as the each applicable Refinanced Debt; andIncremental Amendment.

Required Terms. The terms, provisions and documentation of the Refinancing Term Incremental 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 the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicableLoans, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, (A) the Refinancing Term Loans: (i) the Incremental Loans and Incremental Commitments: (1) (I) shall rank pari passu or junior in right of payment with the Obligations under the Loans that are senior in right of payment, (II) shall not be guaranteed by any person other than a Guarantor hereunder and (III) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under the Initial Loans (and, if applicable, subject to a subordination agreement and/or the ABL Intercreditor Agreement (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), (2) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Original Loan Maturity Date of the Refinanced DebtDate, (ii3) as of the Refinancing Incremental Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debtthen-existing Loans, (iii4) shall have an interest rate Applicable Margin and, subject to clauses (which may be fixed or variable), margin (if anye)(i)(2) and interest rate floor (if any), and subject to clause (e)(iie)(i)(3) above, an amortization schedule determined by the Borrower and the applicable Refinancing Term Incremental Lenders; provided the Applicable Margin for a Loan Increase shall be the Applicable Margin for the Class being increased, (iv5) shall have fees determined by the Borrower and the applicable Refinancing Incremental Loan arranger(s),, and (v) (A6) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 in respect of any earlier maturing Refinanced Debt or any voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,hereunder. (viii) the All-In Yield applicable to the Incremental Loans shall not have a greater principal amount than be determined by the principal amount of Borrower and the Refinanced Debt plus accrued but unpaid interestapplicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, feeshowever, premiums that (if anyA) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with respect to any Loans made under Incremental Commitments (to the refinancing, and (vii) shall have the same rank extent pari passu in right of payment and security with the Term B Loans), the All-In Yield applicable to such Incremental Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Loans existing at such time plus 50 basis points per annum unless the other Obligations interest rate (together with, as provided in the applicable Refinanced Debt and shall be secured by proviso below, the Collateral and shall have the same rank in right of security LIBOR Rate or Base Rate floor) with respect to such Loans is increased so as to cause the other Obligations then applicable All-In Yield under this Agreement on such Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided that any increase in All-In Yield to any Loan due to the application or imposition of a LIBOR Rate or Base Rate floor on any Incremental Loan shall be effected solely through an increase in (or implementation of, as the applicable) of a LIBOR or Base Rate floor applicable Refinanced Debt; andto such Loan.

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 Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders or lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, applicable; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not identical to any Class repayment in full of the Initial Term Loans, unless accompanied by at least a ratable payment of the Initial Term Loans (provided that (x) any Refinancing Amendment, Extension Amendment or Revolving Credit Incremental Amendment may provide that the applicable Incremental Lenders or lenders providing such Incremental Commitments, as applicable, each existing on shall receive a less than ratable payment and (y) the Refinancing Facility Closing Dateforegoing shall not be construed to prohibit a prepayment of a given Class of Incremental Term Loans (without an accompanying prepayment of Initial Term Loans) in connection a Permitted Repricing Amendment for, shall be consistent with clauses or the incurrence of Replacement Term Loans to refinance, such Incremental Term Loans). In any event: (i)-(viii) the Incremental Term Loans (except as otherwise specified below in this clause (i) or in clause (iii) below, as applicable, and ): (A) reflect market terms (1) shall rank pari passu in right of payment and conditions of security with the Revolving Credit Loans and the Term Loans and (taken as a whole2)(x) shall not be secured by any Lien on any property or asset that does not constitute Collateral securing the Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities; AMERICAS 94626185 (B) shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans:; (iC) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Initial Term Loans; (iiiD) shall have an interest rate subject to clauses (which may be fixed or variable), margin (if anye)(i)(B) and interest rate floor (if any), and subject to clause (e)(iie)(i)(C) above, shall have amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders or other Additional Lenders,; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) Incremental Term Loans may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis basis) in any mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except that, unless otherwise permitted for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Agreement, Section 2.14 existing at the time of incurrence of such Refinancing Incremental Term Loans may and (y) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under the applicable Facility). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) (1) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Loans and (2) (x) shall not participate be secured by any Lien on any property or asset that does not constitute Collateral securing the Facilities and (y) shall not be guaranteed by any Person other than the Guarantors under the Facilities; (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Maturity Date of any Revolving Credit Loans outstanding at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment AMERICAS 94626185 and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a greater pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date; (D) subject to the provisions of Sections 2.03(m) and 2.04(g),to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued); (E) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than a pro rata basis as compared to any earlier maturing other Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on with a pro rata basis, less later maturity date than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,such Class; (viF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall not have a greater principal amount than be governed by the principal amount of same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, Incremental Facility Closing Date; and (viiG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates. (iii) the same rank Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in right each applicable Incremental Amendment; provided, however, that, with respect to any Incremental Term Loans made under Incremental Term Commitments after the Closing Date, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable pursuant to the terms of payment 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 Eurocurrency or Base Rate floor) with respect to the other Obligations Initial Term Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency or Base Rate floors shall be equated to the applicable Refinanced Debt and Effective Yield for purposes of determining whether an increase to the interest rate margin under the Initial Terms Loans shall be secured by the Collateral and shall have the same rank in right of security with respect required, but only to the other Obligations as extent an increase in the Eurocurrency or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in AMERICAS 94626185 such case, the Eurocurrency or Base Rate floor (but not the interest rate margin) applicable Refinanced Debt; andto the Initial Term Loans shall be increased to the extent of such differential between the Eurocurrency or Base Rate floors.

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 Borrower applicable Borrowers and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at not materially more restrictive to the time of incurrence of such Indebtedness Borrowers (as determined by the Lead Borrower in good faith) ), when taken as a whole, than the terms of the Closing Date Term Loans or (B) otherwise reasonably satisfactory Closing Date Revolving Facility, as applicable, except to the Refinancing Arranger (except extent necessary to provide for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of covenants and other terms applicable to any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods period after the Latest Maturity Date as in effect immediately prior to the incurrence of the Refinancing Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be included for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such 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) which may be added without the consent of any other party. In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to clause (4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing Date Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) aboveabove and clause (5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Lead Borrower and the applicable Refinancing Incremental Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (Ai) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments of Term Loans under Section 2.05(2)(a), (b) and (Bd)(i)), as specified in the applicable Incremental Amendment, and (ii) may participate shall be denominated in a currency as determined by the Lead Borrower and the applicable Incremental Term Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned). (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstanding Incremental Revolving Loans), (2) repayments required upon the Maturity Date of any Revolving Commitments, (3) repayments made in connection with any refinancing of Revolving Commitments and (4) repayment made in connection with a permanent repayment and termination of Commitments (subject to clause (v) below)) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basisbasis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Sections 2.03(13) and 2.04(7) in connection with Letters of Credit and Swing Line Loans, less than 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 Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by each Lender with a Revolving Commitment in accordance with its percentage of the Revolving Commitments existing on the Incremental Facility Closing Date (and except as provided in Section 2.03(13) and Section 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 Loans with respect to, and termination of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) with all other Revolving Commitments existing on such Incremental Facility Closing Date, except that the Borrowers shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any voluntary prepayment of Term Loansrefinancing thereof, (vi) shall not have a greater principal amount than provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the principal amount of same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andIncremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the same Administrative Agent, (viii) shall have an Applicable Rate determined by the Lead Borrower and the applicable Incremental Revolving Lenders, and (ix) shall be denominated in a currency as determined by the Lead Borrower and the applicable Incremental Revolving Lenders, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned). (c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Lead Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Commitments that rank equal in priority of right of payment security with the First Lien Obligations under this Agreement (but without regard to the control of remedies), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date 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 other Obligations Closing Date Term Loans is increased so as to cause the then applicable Refinanced Debt and All-In Yield under this Agreement on the Closing Date Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum; provided that any increase in All-In Yield on the Closing Date Term Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be secured by effected solely through an increase in (or implementation of, as applicable) the Collateral and shall have the same rank in right of security with respect Eurodollar Rate or Base Rate floor applicable to the other Obligations as the applicable Refinanced Debt; andsuch Closing Date Term 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 Revolving Credit CommitmentsCommitment Increases, as the case may be, of any Class shall be (A) as agreed between the Borrower Representative and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments, Incremental Commitments and except as otherwise set forth herein, (B) to the extent not identical to consistent with any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) through (iii) below, as applicable, and otherwise (Aa) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory if more favorable to the Refinancing Arranger (except for covenants or other provisions (i) Incremental Lenders , conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Incremental Amendment, (x) in the case of any Class of Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Incremental Revolving Loans and Refinancing Revolving Credit CommitmentsCommitment Increase, for the benefit of the Revolving Credit Lenders or Lenders, (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date, (c) which may 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 added without identical (other than with respect to upfront fees, OID or similar fees) to the consent applicable Class of any other partyTerm Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) (I) shall rank pari passu in right of payment with the Obligations under Term Loans and Revolving Loans and (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations under Term Loans and Revolving Loans, (B) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the 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, (iiC) as of the Refinancing Incremental Facility Closing Date, 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, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Margin, and subject to clause clauses (e)(iie)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower Representative and the applicable Refinancing 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, (ivE) shall have fees determined by the Borrower Representative and the applicable Refinancing Incremental Term Loan arranger(s), (vF) 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) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (viI) shall not have a greater principal amount final scheduled maturity date or commitment reduction date earlier than the principal Maturity Date with respect to the Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Maturity Date with respect to the Initial Revolving Credit Commitments, (B) shall be included as additional Participating Revolving Credit Commitments under the Incremental Amendment, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment (it being understood that the Swing Line Lender or 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 Refinanced Debt plus accrued but unpaid interest, fees, premiums additional Participating Revolving Credit Commitments), (if anyC) and penalties thereon and reasonable fees, expenses, OID and (1) shall have upfront fees associated with 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 refinancing, and Borrower Representative and each such Incremental Revolving Credit Lender providing such Revolving Commitment Increase and (vii2) the Revolving Loans incurred pursuant to any Revolving Commitment Increase shall have the same rank Applicable Margin and unutilized commitment fee as the Facility to which such Revolving Loans are being added. (iii) the Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower Representative and the applicable Incremental Lenders and shall be set forth in 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 Initial Term Loans, the Yield applicable to such Incremental Term Loans 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 other Obligations Initial Term Loans is increased so as to cause the then applicable Refinanced Debt and shall be secured by Yield under this Agreement on the Collateral and shall have Initial Term Loans to equal the same rank in right of security with respect Yield then applicable to the other Obligations as the applicable Refinanced Debt; andIncremental Term Loans minus 50 basis points.

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 Borrower Borrowers and the applicable Refinancing Incremental Term Lenders providing such Refinancing Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term the Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for it being understood that covenants or and 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 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) that are only applicable only to periods after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as agreed between the Borrowers and the applicable Incremental Term Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase, the Refinancing terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, original issue discount or similar fees) to the applicable Loans being increased, as existing on the Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) shall rank (I) pari passu in right of payment and (II) pari passu in right of security with the Loans; (B) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date Maturity Date earlier than the Latest Maturity Date of the Refinanced Debt, (ii) with respect to any Loans as of the Refinancing Incremental Facility Closing Date; provided that Incremental Term Loans constituting customary bridge facilities with a maturity of not longer than one year up to an aggregate principal amount not to exceed Consolidated EBITDA for the four fiscal quarters period most recently ended prior to the Closing Date for which financial statements are available shall not be subject to such requirement, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (B) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; (C) subject to clause (e)(i)(B) above, shall have an amortization schedule as determined by the Borrowers and the applicable Incremental Term Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term Loans shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date of incurrence of such Incremental Term Loans, provided that Incremental Term Loans constituting customary bridge facilities with a maturity of not longer than one year up to an aggregate principal amount not to exceed Consolidated EBITDA for the four fiscal quarters period most recently ended prior to the Closing Date for which financial statements are available shall not be subject to such requirement, so long as the long-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (C) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges; (iiiD) shall have an interest rate (which may be fixed or variable)Applicable Rate, margin (if any) and interest rate floor (if any), and subject to clause (e)(ii) abovebelow, amortization determined by the Borrower Borrowers and the applicable Refinancing Incremental Term Lenders,; (ivE) shall have fees subject to clause (e)(ii) below, determined by the Borrower Borrowers and the applicable Refinancing Incremental Term Loan arranger(s),; (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater less than a pro rata basis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate but not on a pro rata basis, less than pro rata basis or greater than pro rata basis basis) with Loans of other Classes in any voluntary prepayment mandatory repayments or prepayments of Term Loans,principal of the Loans hereunder; (viG) shall may not have be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, Guarantor; and (viiii) the Effective Yield applicable to Incremental Term Loans of each Class shall have be determined by the same rank Borrowers and the applicable Incremental Term Lenders and shall be set forth in right each applicable Incremental Amendment; provided, however, that, until the 12 month anniversary of payment the Closing, with respect to any Incremental Term Loans broadly marketed or syndicated to banks and other institutional investors in financings similar to the other Obligations as credit facility provided hereunder made under Incremental Term Commitments, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Refinanced Debt and shall be secured by Effective Yield applicable to any Class of Term B Loans pursuant to the Collateral and shall have terms of this Agreement as amended through the same rank in right date of security such calculation plus 50 basis points per annum unless the interest rate with respect to such Class of Term B Loans is increased so as to cause the then applicable Effective Yield under this Agreement on such Class of Term B Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided further that such Effective Yield differential protection shall not apply to Incremental Term Loans (a) that mature more than 12 months after the Stated Maturity Date, (b) incurred for purposes of consummating an Investment (including Acquisitions) pursuant to clauses (b), (j) (other Obligations than Investments in Restricted Subsidiaries), (o) and/or (q) of the definition of “Permitted Investments, (c) constituting a customary bridge facility with a maturity of not longer than one year, so long as the applicable Refinanced Debt; andlong-term Indebtedness into which such customary bridge facilities are to be converted or exchanged satisfies the requirements of this clause (ii) and such conversion or exchange is subject only to conditions customary for similar conversions or exchanges, (d) that are denominated in a currency other than Dollars, or (e) that have a principal amount, in the aggregate with all other Incremental Term Loan Facilities included in this clause (e), of less than Consolidated EBITDA for the four fiscal quarters period most recently ended prior to the Closing Date for which financial statements are available.

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) beloweither, as applicableat the option of the Borrower, and (A) reflect market terms and conditions be reasonably satisfactory to the Required Lenders or (taken as a wholeB) at be not materially more restrictive to the time of incurrence of such Indebtedness Borrower (as determined by the Borrower Borrower), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in good faitheach 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 (By) otherwise reasonably satisfactory to the Refinancing Arranger a Previously Absent Financial Maintenance Covenant (except for covenants or other provisions so long as, (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case extent that any such terms of any Class 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 Refinancing 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 Loans, First Amendment Term Loans, Third Amendment Term Loans and Refinancing each Delayed Draw Term CommitmentsLoan 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 Loans, First Amendment Term Loans, Third Amendment Term Loans or any Delayed Draw Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans, First Amendment Term Loans, Third Amendment Term Loans, each 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 Lenders Loans, First Amendment Term Loans, Third Amendment Term Loans, each Delayed Draw Term Loan Facility and (y) 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 any other Class of Refinancing Revolving Loans and Refinancing Revolving Credit CommitmentsTerm Loans, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent of notwithstanding any other partyconditions 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 such other Class of Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses reasonably satisfactory to Administrative Agent (i)-(viiit being understood that to the extent any financial maintenance covenant is added for the benefit of any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of any corresponding existing Facility). In any event: (i) below, as applicable, and the Incremental Term Loans: (A) reflect market terms shall (x) rank pari passu in right of payment and conditions of security with the Term Loans and (taken as a wholey) have no obligors other than the Loan Parties, (B) shall not mature earlier than the Latest Maturity Date of any Term Loans outstanding at the time of incurrence 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans: (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, (iiC) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debtthen-existing Term Loans, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iie)(iii) abovebelow, amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders,, and (ivE) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) Incremental Term Loans may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 any earlier maturing Class of Term Loansbasis) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment. (ii) [Reserved]. (iii) the amortization schedule applicable to any Incremental Loans and (B) may participate on a pro rata basisthe All-In Yield applicable to the 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, less than pro rata basis or however, that with respect to any Loans made under Incremental Term Loan Commitments, the All-In Yield applicable to such Incremental Term Loans shall not be greater than pro rata basis in any voluntary prepayment the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term Loans, , plus 25 basis points per annum unless the interest rate (vitogether with, as provided in the proviso below, the Eurocurrency or Base Rate floor) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations Term Loans is increased so as to cause the then applicable Refinanced Debt and All-In Yield under this Agreement on each outstanding Class of Term Loans, to equal the All-In Yield then applicable to the Incremental Term Loans minus 25 basis points; provided further that any increase in All-In Yield to any existing Term Loan due to the application of a Eurocurrency or Base Rate floor on any Incremental Term Loan shall be secured by effected solely through an increase in the Collateral and shall have the same rank in right of security with respect Eurocurrency or Base Rate floor applicable to the other Obligations as the applicable Refinanced Debt; andsuch existing Term Loan.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iiiC) shall have an interest rate (which may be fixed Applicable Rate and Eurocurrency Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (v) (AE) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any earlier maturing 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 and (B) may participate hereunder, or if junior in right of security, shall be on a pro rata basis, less than pro rata junior basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith respect thereto, (viF) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (viiG) (I) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt under Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall have the same rank pari passu or junior in right of security with respect the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the other Obligations as Borrower and the applicable Refinanced DebtAdministrative Agent); and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving 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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments, Incremental Commitments and except as otherwise set forth herein, to the extent not identical to any Class of consistent with the Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) beloweither, as applicableat the option of the Borrower, and (A) reflect market terms and conditions be reasonably satisfactory to the Required Lenders, (taken as a wholeB) at be not materially more restrictive to the time of incurrence of such Indebtedness Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in 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, 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 Loans) or (BC) otherwise contain such terms, provisions and documentation as are reasonably satisfactory to the Refinancing Arranger Administrative Agent (except provided that, at the Borrower’s election, to the extent any term or provision is added for covenants or other provisions the benefit of (i) conformed (the Lenders of Incremental Term Loans, no consent shall be required from the Administrative Agent or added) in the Loan Documents pursuant any Lender to the related Refinancing Amendmentextent that such term or provision is also added, (x) in or the case features of any Class of Refinancing Term Loans and Refinancing Term Commitmentssuch term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (ii) the Lenders and (y) in under Incremental Revolving Commitments, no consent shall be required from the case Administrative Agent to the extent that such term or provision is also added, or the features of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitmentssuch term or provision are provided, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing 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) which may Date (provided that, if such Incremental Term Loans are intended to be added without “fungible” with the consent of Closing Date Term Loans, notwithstanding any other partyconditions 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 provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (I) shall rank equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Administrative Agent or (B) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to Section 2.14(4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing Date Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate amortization (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) above, amortization ) and an Applicable Rate determined by the Borrower and the applicable Refinancing Incremental Term Lenders, (iv; 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) shall have fees determined to be agreed by the Borrower and the applicable Refinancing Loan arranger(s)Administrative Agent 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, (v) (A) to the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (but without regard to the control of remedies), may participate on a pro rata basis, basis or less than pro rata basis or greater than a pro rata basis (but not greater than a pro rata basis) in any mandatory prepayments of Term Loans hereunder, except that, unless otherwise permitted restricted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier later maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments of Term Loans under Section 2.05(2)(b) and (c)(i) as specified in the applicable Incremental Amendment and (B) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any voluntary prepayment prepayments of Term LoansLoans hereunder, as specified in the applicable Incremental Amendment, (vi) shall not have a greater principal amount than be denominated in Dollars, subject to the principal amount consent of the Refinanced Debt plus accrued but unpaid interestAdministrative Agent (not to be unreasonably withheld, feesdelayed or conditioned), premiums (if any) another currency as determined by the Borrower and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andapplicable Incremental Term Lenders, (vii) shall have not at any time be guaranteed by any Subsidiary of the same Borrower other than Subsidiaries that are Guarantors, and (viii) 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 Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (I) shall rank equal or junior in priority in right of payment with respect the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement and shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Administrative Agent or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other Obligations outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) 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 Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (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 Commitments existing on such Incremental Facility Closing Date, (vi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Refinanced DebtRevolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders, (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and (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 Restricted Subsidiary other than the Collateral, provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; 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; and (c) the fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party). In any event, (A) the Refinancing Term Loans:: 72 (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except thatfor prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans, unless otherwise permitted under this Agreement, prepayments in connection with a refinancing of such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared or pursuant to any earlier maturing Class of Term LoansSection 2.13(h))) in any mandatory or voluntary prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loanshereunder, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise shall be reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions to the extent such terms are (ia) conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, Amendment for the benefit of the Term Lenders and all Lenders, (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 (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing DateAmendment Date or (c) which may be added without current market terms for such type of Indebtedness (as determined in good faith by the consent Borrower)); provided that if such terms are more restrictive than the terms of any other partythen-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, : (Ai) the Refinancing Term Loans: (iA) (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,; (iiC) (I) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (iiiII) shall have an amortization schedule as determined by the Borrower and the applicable Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate (which may be fixed margin, OID or variable), margin (if anyotherwise) and interest rate floor (if any), and subject to clause (e)(ii) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders,; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s),; (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans,Loans hereunder and (II) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of such Term Loans hereunder; and (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the refinancing, incurrence of such Refinancing Term Loans; and (viiii) the Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Guarantors; (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt; ; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Revolving Lenders; (D) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitments arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any 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, and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Revolving Commitments;

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and in the case of Refinancing Term Loans and Refinancing Term Commitments, except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) otherwise, at the time option of incurrence of the Borrower, such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory terms if more favorable to the Refinancing Arranger existing Lenders under the applicable Class of Term Loans, (except for covenants or other provisions (ia) shall be conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and Lenders, (yb) 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) shall be applicable only to periods after the Latest latest Maturity Date with respect to any then outstanding Class of Term Loans, (c) shall be not more restrictive to the Borrower, when taken as a whole, than the terms and conditions of the Refinancing Facility Closing Dateexisting class of Term Loans (as determined by the Borrower in good faith) which may or (d) shall be added without reasonably satisfactory to the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: : (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, , (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, , (iiiC) shall have an interest rate (which may be fixed Applicable Margin and Term SOFR or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, , (ivD) shall have fees or other amounts as determined by the Borrower and the applicable Refinancing Loan Term Lenders or arranger(s), , (vE) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (BI) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans, Loans hereunder and (viII) (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 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 B Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis in any mandatory prepayments of such Term Loans hereunder, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon (and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andany existing commitments unutilized thereunder being terminated in

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 Loan Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, Incremental Lenders; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not identical to any Class repayment in full of the Term Loans, unless accompanied by at least a ratable payment of the Term Loans (provided that any Refinancing Amendment, Extension Amendment or Revolving Credit CommitmentsIncremental Amendment may provide that the applicable Incremental Lenders shall receive a less than ratable payment). In any event: (i) the Incremental Term Loans and, as applicable, each existing on the Refinancing Facility Closing Date, New Revolving Credit Commitments: (A) shall be consistent rank pari passu or junior in right of payment and pari passu or junior with clauses (i)-(vii) belowrespect to security with the Revolving Credit Loans and the Term Loans, as applicable, or may be unsecured (and to the extent secured or subordinated in right of payment shall be subject to intercreditor agreements reasonably satisfactory to the Administrative Agent); (AB) reflect market terms and conditions (taken as a whole) in the case of Incremental Term Loans, shall not mature earlier than the Latest Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Indebtedness Incremental Term Loans; (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, (xC) in the case of any Class of Refinancing Term Loans and Refinancing Term New Revolving Credit Commitments, for shall not mature earlier than the benefit Latest Maturity Date of the Term Lenders and Revolving Credit Commitments outstanding at the time of incurrence of such New Revolving Credit Commitments or have amortization or scheduled mandatory commitment reductions (yother than at maturity); (D) 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Incremental Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,then-existing Initial Term Loans; (iiiE) shall have an interest rate in the case of Incremental Term Loans, subject to clauses (which may be fixed or variable), margin (if anyB) and interest rate floor (if any), and subject to clause (e)(iiD) above, shall have amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders,; (ivF) subject to clause (ii) below, shall have fees an Applicable Rate determined by the Borrower and the applicable Refinancing Loan arranger(s),Incremental Term Lenders or Incremental Revolving Credit Lenders, as applicable; (vG) [reserved]; (AH) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 any earlier maturing Class of Term Loansbasis) in any voluntary or mandatory prepayments of Initial Term Loans hereunder, as specified in the applicable Incremental Amendment; (I) to the extent secured, shall not be secured by any property or assets of Holdings, the Borrower or any Restricted Subsidiary other than the Collateral; and (J) shall not be guaranteed by any Person other than any Loan Party and shall not have any obligors other than any Loan Party; (Bii) may participate on a pro rata basisthe material terms of each Revolving Commitment Increase will be substantially identical to those applicable to the Revolving Credit Loans or Revolving Credit Commitments being increased, less as applicable, or otherwise reasonably acceptable to the Administrative Agent (other than pro rata basis with respect to margin, pricing, maturity, fees or greater than pro rata basis in any voluntary prepayment terms which are applicable only after the then-existing maturity date with respect to the Revolving Credit Loans or Revolving Credit Commitments, as applicable, subject, solely as to administrative matters, to the consent of Term Loansthe Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed)), (viiii) shall the interest rate applicable to any Incremental Term Loans will be determined by the Borrower and the lenders providing such Incremental Term Loans; provided that, with respect to Dollar denominated Incremental Term Facilities incurred pursuant to clause (a) of Section 2.14(d)(v)(B) that is not have incurred in connection with a greater principal amount Permitted Acquisition or other investment, such interest rate will not be more than 0.50% higher than the principal amount corresponding interest rate applicable to the Initial Term Loans (without giving effect to any leverage based step-downs with respect to the Applicable Rate), unless the interest rate margin with respect to the existing Initial Term Loans is adjusted to be equal to the interest rate with respect to the relevant Incremental Term Loans, minus, 0.50%; provided, further, that in determining the applicable interest rate: (w) OID or upfront fees paid by the Borrower in connection with the Initial Term Loans such Incremental Term Loans (based on a four-year average life to maturity), shall be included, (x) any amendments to the Applicable Rate on the Initial Term Loans that became effective subsequent to the Closing Date but prior to the time of the Refinanced Debt plus accrued but unpaid interestaddition of such Incremental Term Loans shall be included (without giving effect to any leverage based step-downs with respect to the Applicable Rate), fees(y) arrangement, premiums commitment, structuring and underwriting fees and any amendment fees paid or payable to the Arrangers (if anyor their Affiliates) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated in their respective capacities as such in connection with the refinancingInitial Term Loans, or to one or more arrangers (or their Affiliates) in their capacities as such applicable to such Incremental Term Loans shall be excluded and (z) if such Incremental Term Loans include any “LIBOR” interest rate floor greater than that applicable to the existing Loans, and such floor is applicable to the Initial Term Loans, on the date of determination, such excess amount shall be equated to interest margin for determining the increase except as otherwise agreed by the Borrower, and (viiiv) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt Incremental Term Loans and Incremental Revolving Loans that are New Revolving Credit Commitments shall be secured on terms and pursuant to documentation to be determined by the Collateral Borrower and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andlenders thereunder.

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 shall be as agreed between the Lead Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) through (iii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions (ia) conformed (or added) in the Loan Documents pursuant to the related Refinancing Incremental Amendment, (x) in the case of any Class of Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Incremental Revolving Credit Loans and Refinancing Incremental Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) (I) shall rank pari passu or junior in right of payment with the Term B Loans and the Initial Revolving Credit Commitments and the Revolving Credit Loans thereunder, (II ) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Term 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 or junior in right of security with the Term B Loans and Revolving Credit Loans (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Second Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent), (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 Loans or any Extended Term Loans as to which the Term B Loans were the Existing Term Loan Tranche, (iiC) as of the Refinancing Facility Closing Incremental Amendment Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtTerm B Loans or any Extended Term Loans as to which the Term B Loans were the Existing Term Loan Tranche, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Margin, and subject to clause clauses (e)(iie)(i)(B) and (e)(i)(C) above, amortization determined by the Lead Borrower and the applicable Refinancing Incremental Term Lenders; provided the Applicable Margin and amortization 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, (ivE) shall have fees determined by the Lead Borrower and the applicable Refinancing Incremental Term Loan arranger(s),, and (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis except for prepayments pursuant to Section 2.05(b)(iii)(x) and 2.05(b)(vi)(A)(y)) in any mandatory prepayments of Term Loans hereunder; provided that any such Incremental Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans); (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans: (A) (I) shall rank pari passu or junior in right of payment with the the Term B Loans and the Initial Revolving Credit Commitments and the Revolving Credit Loans thereunder, (II ) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Revolving Credit Commitments and Incremental Revolving Credit 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 Term B Loans and Revolving Credit Loans available under the Initial Revolving Credit Commitments, (viB) (I) shall not have a greater principal amount final scheduled maturity date or commitment reduction date earlier than the principal Maturity Date with respect to the Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Maturity Date with respect to the Initial Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and the termination or reduction of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to an existing Class of Participating Revolving Credit 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 Refinanced Debt plus accrued but unpaid interestadditional Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with or permanent reduction or termination of, feesIncremental Revolving Credit Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis, premiums less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (if anyF) shall provide that assignments and penalties thereon participations of Incremental Revolving Credit Commitments and reasonable fees, expenses, OID Incremental Revolving Credit Loans shall be governed by the same assignment and upfront fees associated with participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the refinancingIncremental Facility Closing Date, (G) shall have an Applicable Margin determined by the Borrower and the applicable Incremental Revolving Credit Lenders; provided that the Applicable Margin for a Revolving Commitment 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 (viiH) shall have fees determined by the same rank Lead Borrower and the applicable Incremental Revolving Credit Commitment arranger(s). (iii) the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Credit Loans of each Class shall be determined by the Lead Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made within twelve (12) months after the Closing Date under Incremental Term Commitments that are pari passu in right of payment and security with the Term B Loans, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable with respect to Term B Loans pursuant to the terms of this Agreement as amended through the date of such calculation plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the LIBO Rate or Base Rate floor) with respect to the other Obligations Term B Loans is increased so as to cause the then applicable Refinanced Debt and All-In Yield on the Term B Loans under this Agreement to equal the All-In Yield then applicable to the Incremental Term Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any Term B Loan due to the application or imposition of a LIBO Rate or Base Rate floor on any Incremental Term Loan shall be secured by the Collateral and shall have the same rank effected solely through an increase in right of security with respect (or implementation of, as applicable) any LIBO Rate or Base Rate floor applicable to the other Obligations as the applicable Refinanced Debt; andsuch Term B Loan.

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 Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders or lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Incremental Commitments, as applicable, each existing on . In any event: (i) the Refinancing Facility Closing Date, Incremental Term Loans (except as otherwise specified below in this clause (i)): (1) shall be consistent rank pari passu or junior (if secured) in right of payment and of security with clauses (i)-(vii) below, as applicable, the Revolving Credit Loans and the Term Loans and (A2)(x) reflect market terms shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the other Facilities and conditions (taken as a wholey) shall not be guaranteed by any Person other than the Guarantors under the other Facilities; (B) shall not mature earlier than the Maturity Date of the Initial Term Loans outstanding at the time of incurrence of such Indebtedness Incremental Term Loans; (as C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of Initial Term Loans; (D) subject to Section 2.14(e)(i)(B) and Section 2.14(e)(i)(C) above, shall have a maturity date and amortization determined by the Borrower and the applicable Incremental Term Lenders or other Additional Lenders; (E) may participate (x) on a pro rata basis, a less than pro rata basis or a greater than pro rata basis in good faith) any voluntary prepayments of Term Loans hereunder or (By) otherwise reasonably satisfactory to the Refinancing Arranger 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 2.05(b)(iii)(B))) in any mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment or definitive documentation; (F) [reserved]; and (G) the other terms of any Incremental Term Loans that are not consistent with the then existing Initial Term Loans (other than pursuant to clauses (A) through (F) above and other than call protection to be agreed between the Borrower and the applicable Incremental Lenders) shall be no less favorable (taken as a whole) to the Lenders under the then existing Initial Term Loans than those applicable to the then existing Initial Term Loans or otherwise reasonably acceptable to the Administrative Agent (except for (x) covenants or other provisions applicable only to periods after the Maturity Date of the Initial Term Loans or any Indebtedness incurred under this Section 2.14 existing at the time of incurrence of such Incremental Term Loans, (iy) any financial maintenance covenant to the extent such covenant is also added for the benefit of the Lenders under any applicable existing corresponding Facility and (z) covenants or other provisions conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, Incremental Amendment for the benefit of the Lenders and that are more favorable to the Lenders). (ii) all material terms (other than pricing, maturity and fees) of any Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be identical to the Revolving Credit Commitments and the Revolving Credit Loans, other than the Maturity Date and as set forth in this Section 2.14(e)(ii) (with immaterial terms being as agreed between the Borrower and the Incremental Lenders providing such Incremental Revolving Credit Commitments or Incremental Revolving Loans), which shall be subject to clauses (A) through (G) below; provided that notwithstanding anything to the contrary in this Section 2.14 or otherwise: (A) (1) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall rank pari passu in right of payment and of security with the Revolving Credit Loans and the Term Lenders Loans and (2) (x) shall not be secured by any Lien on any property or asset of the Borrower or any Guarantor that does not also secure the Facilities and (y) in shall not be guaranteed by any Person other than the case of Guarantors under the Facilities; (B) any Class of Refinancing such Incremental Revolving Credit Commitments or Incremental Revolving Loans and Refinancing shall not mature earlier than (or require mandatory commitment reductions prior to) the Latest Revolving Maturity Date at the time of incurrence of such Incremental Revolving Credit Commitments; (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), for (2) repayments required upon the benefit maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date; (D) subject to the provisions of Sections 2.03(m) and 2.04(g), to the extent dealing with Swing Line Loans and Letters of Credit which mature or expire after a maturity date when there exists Incremental Revolving Credit Commitments with a longer maturity date, all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Credit Lenders Commitments on the Incremental Facility Closing Date (and except as provided in Sections 2.03(m) and 2.04(g), without giving effect to changes thereto on an earlier maturity date with respect to Swing Line Loans and Letters of Credit theretofore incurred or issued); (iiE) applicable only to periods the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the Latest Maturity Date as of the Refinancing associated Incremental Facility Closing Date) which may Date shall be added without made on a pro rata basis with all other Revolving Credit Commitments on the consent of any other party. In any event, (A) the Refinancing Term Loans: (i) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 except that the Borrower shall be permitted to permanently repay and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate terminate commitments of any such Class on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater better than a pro rata basis as compared to any earlier maturing other Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on with a pro rata basis, less later maturity date than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,such Class; (viF) assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall not have a greater principal amount than be governed by the principal amount of same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, Incremental Facility Closing Date; and (viiG) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments and any original Revolving Credit Commitments) which have more than three different Maturity Dates. (iii) the same rank Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that, with respect to any Incremental Term Loans that are pari passu in right of payment and with respect to security with the Initial Term Loans, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective 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 Eurocurrency Rate or Base Rate floor) with respect to the other Obligations Initial Term Loans is increased so as to cause the then applicable Effective Yield under this Agreement on the Initial Term Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided if such Incremental Term Loan includes a Eurocurrency Rate floor greater than 1.00% per annum or a Base Rate floor greater than 2.00% per annum, such differential between the Eurocurrency Rate or Base Rate floors shall be equated to the applicable Refinanced Debt and Effective Yield for purposes of determining whether an increase to the interest rate margin under the Initial Term Loans shall be secured by the Collateral and shall have the same rank in right of security with respect required, but only to the other Obligations as extent an increase in the Eurocurrency Rate or Base Rate floor in the Initial Term Loans would cause an increase in the interest rate then in effect thereunder, and in such case, the Eurocurrency Rate or Base Rate floor (but not the interest rate margin) applicable Refinanced Debt; andto the Initial Term Loans shall be increased to the extent of such differential between the Eurocurrency Rate or Base Rate floors.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Loan Commitments or the Refinancing Revolving Loans and Refinancing Incremental Revolving Credit Commitments, as the case may be, Commitments of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Refinancing Incremental Term Lenders or lenders or purchasers providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Incremental Term Loans Loan Commitments or Incremental Revolving Credit Commitments, as applicable; provided that, each existing on in any event: i. the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, Incremental Term Loans and Incremental Revolving Loans: (A) reflect market terms and conditions any Incremental Term Loans that are secured by a Lien on the Collateral on a pari passu basis to the Term Facilities shall share ratably (taken as or on a wholelesser basis) at with respect to any mandatory prepayments of the time Term Facilities (other than mandatory prepayments resulting from a refinancing of incurrence of such Indebtedness (as determined by any Facility which may be applied exclusively to the Borrower in good faith) or Facility being refinanced); (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 maturity date of any Class of Refinancing Incremental Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after shall be no earlier than the Latest Maturity Date as of the Refinancing Facility Closing DateTerm Facilities; provided that (1) bridge financings, escrow or other similar arrangements, the terms of which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (i) as provide for an automatic extension of the maturity date thereof, subject to customary conditions or no conditions, to a date that is not earlier than the Latest Maturity Date of the Term Facilities or are otherwise required to be replaced with such Incremental Term Facility (“Extendable Bridge Loans/Interim Debt”) and (2) Incremental Term Loans in an aggregate outstanding amount, together with any Incremental Equivalent Debt (other than Extendable Bridge Loans/Interim Debt), Ratio Debt, Ratio Acquisitions Debt, any Specified Refinancing Facility Closing DateDebt, shall not have Refinancing Indebtedness, any Refinancing Notes and/or any Permitted Refinancing of Incremental Term Loans and any of the foregoing, in each case, incurred in reliance on this clause (2), in each case, with a final scheduled maturity date earlier than the latest maturity date of the Term Loan Facility, not to exceed the greater of (x) $26,375,000 and (y) 25% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Reference Period for which financial statements have been delivered pursuant to Section 6.01(a) or (b), as applicable calculated on a Pro Forma Basis (the “Inside Maturity Basket”) may have a maturity date that is earlier than the Latest Maturity Date of the Refinanced Debt,Term Facilities; (iiC) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity of any Incremental Term Facility shall be no shorter than the then longest remaining Weighted Average Life to Maturity of the Refinanced then outstanding Term Loans; provided that Indebtedness incurred under Extendable Bridge Loans/Interim Debt, (iii) shall have an interest rate (which , the Inside Maturity Basket and as may be fixed or variable), margin (if any) and interest rate floor (if any), and subject required to clause (e)(ii) above, amortization determined achieve fungibility with any then-existing Term Loan Tranche to the extent intended to be fungible by the Borrower and the applicable Refinancing Administrative Agent, in each case, may have a Weighted Average Life to Maturity that is shorter than the then longest remaining Weighted Average Life to Maturity of the then outstanding Term Lenders,Loans; (ivD) in the case of Incremental Revolving Loans, the maturity date of such Incremental Revolving Loans shall have fees determined be no earlier than the Maturity Date of the then-existing Revolving Credit Facility, such Incremental Revolving Loans shall require no scheduled amortization or mandatory commitment reduction prior to the final maturity of the of the then-existing Revolving Credit Facility and, except (x) as otherwise provided in this clause (D) and (y) for those terms that are applicable only after the Maturity Date of the then-existing Revolving Credit Facility, the Incremental Revolving Loans shall be on the same terms and pursuant to the exact same documentation applicable to the Revolving Facility; (E) no Incremental Facility shall be (x) guaranteed by any Person other than the Borrower or a Guarantor and (y) secured by a Lien on any assets (other than liens on the Collateral secured on a pari passu basis or junior basis to the Term Loans); (F) except as otherwise specified above, any Incremental Term Loans shall be on terms and pursuant to documentation to be agreed between the Borrower and the applicable Refinancing lenders providing such Incremental Term Loans; provided that to the extent such terms and documentation are not consistent with the Term Facility or the Revolving Credit Facility, as the case may be (except to the extent permitted above), such terms (if favorable to the existing Lenders) may be, in consultation with the Administrative Agent, incorporated into the Loan arranger(s),Documents for the benefit of all existing Lenders without further amendment requirements, including, without limitation, for the avoidance of doubt, at the option of the Borrower, any increase in the applicable interest rate margin or amount of amortization relating to the existing Term Facility to bring such applicable interest rate margin or amount of amortization in line with such Incremental Term Loans to achieve fungibility with such existing Term Facility; provided, further, that, to the extent such documentation is not adverse to the duties and obligations of the Administrative Agent, the Administrative Agent’s execution of such documentation shall not be a condition to the effectiveness of such Incremental Facility; and (vG) any Incremental Term Loans may be in the form of a delayed draw term loan facility (an “Incremental DDTL Facility”) and for purposes of testing whether such Incremental DDTL Facility may be incurred under Section 2.14(d)(iii), such Incremental DDTL Facility shall, either, as selected by the Borrower in their sole discretion, (x) be assumed to be fully drawn on the date such Incremental DDTL Facility is initially established for purposes of determining whether such Incremental DDTL Facility may be incurred under Section 2.14(d)(iii), and not thereafter tested at the time of any subsequent drawing or (y) be tested with respect to each delayed draw term loan funded thereunder on the applicable date of funding thereof; provided that in the case of this clause (y) above, if, at the time of establishment of any Incremental DDTL Facility, the amount permitted to be incurred under Section 2.14(d)(iii) (calculated assuming that any such Incremental DDTL Facility is fully drawn as of such date) would be exceeded, then the portion of such undrawn Incremental DDTL Facility that exceeds the amount permitted to be incurred under Section 2.14(d)(iii) (calculated assuming that any such Incremental DDTL Facility is fully drawn as of such date) will be disregarded for purposes of making a determination of Required Lenders until such time as such portion of such undrawn Incremental DDTL Facility has been drawn. (H) each Revolving Credit Borrowing (including any deemed Revolving Credit Borrowings made pursuant to Sections 2.03) and participations in Letters of Credit pursuant to Section 2.03 shall be allocated pro rata among the Revolving Tranches. In addition, (1) the borrowing and repayment (except for (A) may participate payments of interest and fees at different rates, (B) repayments required upon the maturity date of the Revolving Commitments and (C) repayment made in connection with a permanent repayment and termination of any commitments) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility closing date shall be made on a pro rata basisbasis with all other Revolving Credit Commitments, less than and (2) the permanent repayment of Revolving Credit Loans with respect to, and termination of, Incremental Revolving Credit Commitments after the associated Incremental Facility closing date shall be made on a pro rata basis or greater than pro rata basis (with all other Revolving Credit Commitments, except that, unless otherwise that the Borrower shall be permitted under this Agreement, to permanently repay and terminate commitments of any such Refinancing Term Loans may not participate Class on a greater better than a pro rata basis as compared to any earlier maturing other Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on with a pro rata basis, less later maturity date than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,such Class. (viI) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interestcurrency, feesinterest rate margins and OID or upfront fees (if any), premiums interest rate floors (if any) and, subject to clause (H) above, amortization schedule to any Incremental Term Loans and penalties thereon the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and reasonable feesthe applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment (in the case of Incremental Term Loans); provided that if the All-in Yield applicable to any Incremental Term Loans consisting of floating rate, expenses, OID and upfront fees associated with the refinancing, and cash pay Term Loans that are (viix) shall have the same rank pari passu in right of payment with respect the Initial Term Loans and (y) secured by a lien on the Collateral on a pari passu basis to the other Obligations as Initial Term Loans exceeds the All-in Yield applicable to the Initial Term Loans existing on the applicable Refinanced Debt and date of determination by more than 50 basis points, the applicable interest rate margins of the Initial Term Loans shall be secured by increased to the Collateral and extent necessary so that the All-in Yield is 50 basis points less than the All-in-Yield of such Incremental Term Facility; provided, further, that, if the rate of Term SOFR in respect of such Incremental Term Loans includes a floor that is greater than the floor then applicable to the Initial Term Loans, such increased amount shall have be equated to interest rate margin for purposes of the same rank interest rate margin of such Incremental Facility but only to the extent that an increase in right the interest rate floor of security the Initial Term Loans would cause an increase in the interest rate margin then in effect with respect to such interest rate (this clause (e)(iii), the other Obligations as the applicable Refinanced Debt; and“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 110 1010279941v18 agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise shall be reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions to the extent such terms are (ia) conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, Amendment for the benefit of the Term Lenders and all Lenders, (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 (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing DateAmendment Date or (c) which may be added without current market terms for such type of Indebtedness (as determined in good faith by the consent Borrower)); provided that if such terms are more restrictive than the terms of any other partythen-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, : (Ai) the Refinancing Term Loans: : (iA) (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, ; (iiC) (I) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (iiiII) shall have an amortization schedule as determined by the Borrower and the applicable Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate (which may be fixed margin, OID or variable), margin (if anyotherwise) and interest rate floor (if any), and subject to clause (e)(ii) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, ; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), ; (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans, Loans hereunder and (viII) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under 111 1010279941v18 Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of such Term Loans hereunder; and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and incurrence of such Refinancing Term Loans; and (viiii) the Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Guarantors; (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Revolving Lenders; (D) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitments arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be made 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, (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any 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, and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Revolving Commitments; (e) Refinancing Amendment. Commitments in respect of Refinancing Term Loans and Refinancing Revolving Commitments shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Administrative Agent or Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.20, including any amendments necessary to establish the Refinancing Loans and/or Refinancing Commitments as a new Class or tranche of Loans and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new Class or tranche (including to preserve the pro rata treatment of the refinanced and non-refinanced Classes or tranches and to provide for the reallocation of participation in Letters of Credit or Swingline Loans upon the expiration or termination of the commitments under any Class or tranche), in each case on terms consistent with this Section 2.20. The Borrower will use the proceeds of the Refinancing Term Loans and Refinancing Revolving Commitments to 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 Revolving Credit Lenders shall assign to each of the Refinancing Revolving Lenders, and each of the Refinancing Revolving Lenders shall purchase from each of the Revolving Credit Lenders, at the principal amount thereof, such interests in the 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 held by existing Revolving Credit Lenders and Refinancing Revolving 113 1010279941v18

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,; (iiiC) 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 interest rate (which may be fixed Applicable Rate and Adjusted LIBO Rate or variable), margin (if any) and interest rate Alternate Base Rate floor (if any), and subject to clause clauses (e)(iiA) and (B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders,; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s),; (v) (AF) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 in respect of any earlier maturing voluntary prepayments of any Class of Term LoansLoans 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 and (B) may participate hereunder, or if junior in right of security, shall be on a pro rata basis, less than pro rata junior basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith respect thereto, (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID original issue discount and upfront fees associated with the refinancing, and; (viiH) (I) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as under the applicable Refinanced Debt initial Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall have rank pari passu (which may be in the same rank form of notes and loans limited to being unsecured or secured solely on a junior lien basis) or junior in right of security with respect the Obligations under the initial Loans (and, if applicable, subject to a subordination agreement and/or an intercreditor agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the other Obligations Borrower and the Administrative Agent); and (I) may include any Previously Absent Financial Covenant so long as the applicable Refinanced Debt; andAdministrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Covenant for the benefit of each Class (provided, however, that if (x) the documentation governing any Refinancing Amendment that includes a Previously Absent Financial Covenant in respect of and for the benefit of a “Revolving Commitment” only and (y) such Previously Absent Financial Covenant is a financial maintenance covenant solely for the benefit of a Class of revolving loans (and not any Class of term loans), the Previously Absent Financial Covenant shall only be required to be included in this Agreement for the benefit of Revolving 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 shall be as agreed between the Borrower Borrowers and the applicable Refinancing Incremental Term Lenders providing such Refinancing Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term the Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for it being understood that covenants or and 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 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) that are only applicable only to periods after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as agreed between the Borrowers and the applicable Incremental Term Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase, the Refinancing terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, original issue discount or similar fees) to the applicable Loans being increased, as existing on the Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) shall rank (I) pari passu in right of payment and (II) pari passu in right of security with the Loans; (B) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date Maturity Date earlier than the Latest Maturity Date of the Refinanced Debt, (ii) with respect to any Loans as of the Refinancing Incremental Facility Closing Date; (C) subject to clause (e)(i)(B) above, shall have an amortization schedule as determined by the Borrowers and the applicable Incremental Term Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term Loans shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt,Loans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date of incurrence of such Incremental Term Loans; (iiiD) shall have an interest rate (which may be fixed or variable)Applicable Rate, margin (if any) and interest rate floor (if any), and subject to clause (e)(ii) abovebelow, amortization determined by the Borrower Borrowers and the applicable Refinancing Incremental Term Lenders,; (ivE) shall have fees subject to clause (e)(ii) below, determined by the Borrower Borrowers and the applicable Refinancing Incremental Term Loan arranger(s),; (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater less than a pro rata basis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate but not on a pro rata basis, less than pro rata basis or greater than pro rata basis basis) with Loans of other Classes in any voluntary prepayment mandatory repayments or prepayments of Term Loans,principal of the Loans hereunder; (viG) shall may not have be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, Guarantor; and (viiii) the Effective Yield applicable to the Incremental Term Loans of each Class shall have be determined by the same rank Borrowers and the applicable Incremental Term Lenders and shall be set forth in right of payment each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loans made under Incremental Term Commitments, the other Obligations as Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Refinanced Debt and shall be secured by Effective Yield applicable to any Class of Term B Loans pursuant to the Collateral and shall have terms of this Agreement as amended through the same rank in right date of security such calculation plus 50 basis points per annum unless the interest rate with respect to such Class of Term B Loans is increased so as to cause the other Obligations as then applicable Effective Yield under this Agreement on such Class of Term B Loans to equal the Effective Yield then applicable Refinanced Debt; andto the Incremental Term Loans minus 50 basis points.

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 Loan Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Refinancing Incremental Term Loan Lenders providing such Refinancing Incremental Term Loan Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses materially no more favorable to the Incremental Term Loan Lenders providing such Incremental Term Loans than the terms, provisions and documentation of the Term Loans existing on the Incremental Facility Closing Date to the then-existing Term Loan Lenders (i)-(vii) belowexcept for terms, provisions or documentation applicable only after the latest maturity date of any then-existing Term Loans or such terms, provisions or documentation are added for the benefit of all Lenders hereunder), as applicable, and reasonably determined by the Borrower. In any event, (i) the Incremental Term Loans: (A) reflect market terms shall be secured only by the Collateral and conditions rank pari passu in right of payment and of security with the Term Loans and shall not be guaranteed by any Person that is not a Guarantor; (taken as a wholeB) shall not mature earlier than the latest maturity date of any Term Loans outstanding at the time of incurrence 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 AmendmentIncremental Term Loans; provided that, (x) in the case of any Class of Refinancing at no time shall there be Term Loans and Refinancing hereunder (including Incremental 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 Refinancing Facility Closing DateLoans) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans:have more than three different Maturity Dates; (iC) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity no shorter than the remaining Weighted Average Life to Maturity of any Term Loans outstanding at the Refinanced Debt,time of incurrence of such Incremental Term Loans; (iiiD) subject to Section 2.16(e)(i)(B) above and Section 2.16(e)(ii) below, shall have an interest applicable 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 Borrower and the applicable Refinancing Incremental Term Loan Lenders,; and (ivE) may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; and (ii) subject to the foregoing, the amortization schedule applicable to any Incremental Term Loans and the Effective Yield applicable to the Incremental Term Loans of each Class shall have fees be determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s), (v) (A) may participate on a pro rata basisLenders and shall be set forth in each applicable Incremental Amendment; provided, less than pro rata basis or greater than pro rata basis (except thathowever, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment that with respect to any Loans under Incremental Term Loan Commitments denominated in the other Obligations as U.S. Dollars, if the Effective Yield applicable to such Incremental Term Loans shall be greater than the applicable Refinanced Debt and shall be secured by Effective Yield payable pursuant to the Collateral and shall have terms of this Agreement as amended through the same rank in right date of security such calculation with respect to any then-existing Term Loans by more than 50 basis points per annum (the other Obligations as amount of such excess, the “Yield Differential”), then the interest rate with respect to each Class of such then-existing Term Loans shall be increased by the applicable Refinanced Debt; andYield Differential.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and 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, shall be consistent with clauses (i)-(viii) or (ii) below, as applicable, and (A) reflect market terms and conditions otherwise shall be (taken as a whole) at the time of incurrence of such Indebtedness not materially more favorable (as reasonably determined by the Borrower in good faithand conclusively evidenced by a certificate of the Borrower) or (B) otherwise reasonably satisfactory to the Refinancing Arranger 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 (ias of the applicable Refinancing Closing Date) conformed of such Class being refinanced, (or added2) in the Loan Documents pursuant pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the related Refinancing Amendmentimmediately succeeding proviso, (x) in a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the case contrary herein, if any such terms, provisions and documentation of any Class of the Refinancing Term Loans and Refinancing Term Commitments, for Commitments or the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit 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 Credit Lenders Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (iiII) the applicable only 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 periods after be included in this Agreement for the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent benefit of any other partyTerm Loans hereunder). In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the 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), (iiiC) shall have an interest rate Applicable Margin and, subject to clauses (which may be fixed or variable), margin (if anye)(i)(A) and interest rate floor (if any), and subject to clause (e)(iie)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the 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 on a pro rata basis, or on a less than pro rata basis, (but not on a greater than pro rata basis unless (i) such Refinancing Term Loans were made pursuant to an escrow or other similar arrangement and (ii) such greater than pro rata basis only relates to the proceeds placed in escrow or such other arrangement), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment, and (F) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Term Loans were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Term Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Revolving Commitments were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Revolving Commitments and Refinancing Revolving Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement)) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinancing Closing Date, (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 more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have fees an Applicable Margin determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancingRevolving Lenders, and (viiI) shall have the same rank in right of payment with respect not be subject to the any guarantee by any Person other Obligations as the applicable Refinanced Debt than a Credit Party and shall be secured by not include any borrower other than the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andBorrower hereunder.

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses either, at the option of the Borrower, (i)-(vii) below, as applicable, and (Aa) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (b) be not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) 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, the 2020 Incremental 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 (ii) 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 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 Loans and/or the 2020 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as applicable) or (Bc) otherwise contain such terms, provisions and documentation as are reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed Administrative Agent (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Refinancing Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans and Refinancing Term or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as applicable or (ii) the Lenders and under Incremental Revolving Commitments, no consent shall be required from the Priority Revolving Agent (y) or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Refinancing Lenders other than the Priority Revolving Loans and Refinancing Revolving Credit CommitmentsLenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender 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 Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing 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) which may Date (provided that, if such Incremental Term Loans are intended to be added without the consent “fungible” with any Class of Term Loans, notwithstanding any other partyconditions 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 provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (I) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to a First Lien/Second Lien Intercreditor Agreement or (B) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to Section 2.14(4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing Date Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) above, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Refinancing Incremental Term Lenders, Lenders (ivprovided, that if such Incremental Term Loans are intended to be “fungible” with any existing Class of Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) shall have fees determined to be agreed by the Borrower and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable Refinancing Loan arranger(sexisting Class of Term Loans), (v) to the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (A) but without regard to the control of remedies), may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (c)(i)), as specified in the applicable Incremental Amendment, (vi) shall be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders, (vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and (viii) 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 Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (I) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to a First Lien/Second Lien Intercreditor Agreement and or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(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 voluntary prepayment time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Term LoansCredit 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 Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (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 Commitments existing on such Incremental Facility Closing Date, (vi) shall not have a greater principal amount than provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the principal amount of same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andIncremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the same rank Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in right Dollars or, subject to the consent of payment the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders, (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and (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 Restricted Subsidiary other than the Collateral; provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), the Borrower and the relevant Issuing Banks and/or the Swingline Lender, as applicable. (c) the Applicable Rate and fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loan (other than the other Obligations as 2020 Incremental Term Loans and the applicable Refinanced Debt and shall be 2021 Incremental Term Loans) that (I) is secured by the Collateral and shall have the same rank ranks equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (II) is in the form of Dollar-denominated term loans, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans and/or the 2020 Incremental Term Loans, respectively, in each case 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 other Obligations Closing Date Term Loans or the 2020 Incremental Term Loans, as applicable, is increased so as to cause the then applicable Refinanced Debt; andAll-In Yield under this Agreement on the Closing Date Term Loans and/or 2020 Incremental Term Loans, as applicable, to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum (it being understood and agreed that any increase in All-In Yield on the Closing Date Term Loans or the 2020 Incremental Term Loans, as applicable, due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans or such 2020 Incremental Term Loans, as applicable) (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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: (iA) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt,; (iiC) (I) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (iiiII) shall have an amortization schedule as determined by the Borrower and the applicable Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate (which may be fixed margin, OID or variable), margin (if anyotherwise) and interest rate floor (if any), and subject to clause (e)(ii) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders,; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s),; (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans,Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of Term Loans hereunder; and (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the refinancing, incurrence of such Refinancing Term Loans; and (viiii) the Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall have the same rank pari passu in right of payment with respect to the other Obligations as the applicable Refinanced Debt and Obligations, (II) shall be secured by the Collateral and shall have the same rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the other Obligations as 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 Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any 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, and (G) shall not have a greater principal amount than the principal amount of the Refinanced Debt; andDebt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Revolving Commitments;

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 Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions (ia) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Incremental Amendment Date) which may be added without the consent of any other party). In any event, (A) the Refinancing Term Loans: (i) as of [reserved] (ii) the Refinancing Facility Closing DateCommitments and Refinancing Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Commitments (and, to the extent subordinated in right of payment with respect to the 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 an obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (iiC) as shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iiiD) shall have an interest rate (which may be fixed or variable)elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, margin (if any) subject to the consent of the Swing Line Lender and interest rate floor (if any)each L/C Issuer, and subject 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 clause (e)(ii) abovesuch Refinancing Amendment, amortization determined by provided such election may be made conditional upon the Borrower and the applicable Refinancing Term Lenderstermination of one or more other Participating Revolving Credit Commitments, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (AE) may participate provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith all other Revolving Credit Commitments, (viF) shall provide that assignments and participations of Refinancing Commitments and Refinancing Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date, (G) shall have an Applicable Margin and Benchmark Rate or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Lenders, (H) shall have fees determined by the Lead Borrower and the applicable Refinancing Commitment arranger(s), and (I) shall not have a greater principal amount of Commitments than the principal amount of the Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and.

Required Terms. The terms, provisions and documentation of the Refinancing Term Incremental 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 the Borrower and the applicable Refinancing Lenders providing such Refinancing CommitmentsLender and, and except as otherwise set forth herein, to unless such terms, provisions and documentation (other than any terms and provisions which are applicable only after the extent not identical to any Class Latest Maturity Date of Term the Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, ) shall be consistent with clauses either (i)-(viix) below, as applicable, and substantially identical to the Loans existing on the Incremental Facility Closing Date or (Ay) reflect market terms and conditions no more favorable (taken as a whole) to the Lender than under the Loans existing on the Incremental Facility Closing Date and such terms, provisions and documentation shall be reasonably satisfactory to the Lenders; provided that (i) to the extent any Previously Absent Financial Maintenance Covenant and the Loan Documents shall be automatically and without further action deemed modified on or prior to the Incremental Facility Closing Date to include such Previously Absent Financial Maintenance Covenant for the benefit of the Loans, it being understood that upon the amendment of the Loan Documents to include such Previously Absent Financial Maintenance Covenant, any subsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Financial Maintenance Covenant shall only be permitted in the manner detailed under Section 10.1 and (ii) Loan Increases of any Class shall be identical to the then existing Loans of such Class. In any event: (i) the Incremental Loans: (A) shall rank pari passu in right of payment with the Loans, (B) shall not mature earlier than the Latest Maturity Date of any Loans outstanding at the time of incurrence 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Incremental Loans: (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, (iiC) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtInitial Loans, (iiiD) subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below and Section 2.07(a), shall have an 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 Applicable Rate determined by the Borrower and the applicable Refinancing Term Lenders,Lender, and (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (AE) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except 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 any earlier maturing Class of Term Loansbasis) in any voluntary or mandatory prepayments of Term Loans and (B) may participate on a pro rata basishereunder, less than pro rata basis or greater than pro rata basis as specified in any voluntary prepayment of Term Loans,the applicable Incremental Amendment; (viii) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, [reserved]; and (viiiii) the Effective Yield applicable to the Incremental Loans of each Class shall have be determined by the same rank Borrower and the Lender and shall be set forth in right each applicable Incremental Amendment; provided, however, that in the case of payment any Incremental Loans obtained on or prior to the first anniversary of the Closing Date, the Effective Yield applicable thereto (as determined on the date of initial incurrence thereof) may not be more than 0.50% higher than the Effective Yield applicable to the Initial Loans (as determined on such date) unless the Applicable Rate with respect to the other Obligations as the applicable Refinanced Debt and shall Initial Loans is adjusted to be secured by the Collateral and shall have the same rank in right of security equal to such Effective Yield with respect to the other Obligations as the applicable Refinanced Debt; andsuch Incremental Loans, minus, 0.50%.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) the terms below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, (A) the Refinancing Term Loans: (i) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than (A) with respect to Refinancing Loans secured on a pari passu basis with the Initial Loans, the Maturity Date of the Refinanced DebtInitial Loans and (B) with respect to any other Refinancing Loans, the date that is 91 days after the Maturity Date of the Initial Loans, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an interest rate (which may be fixed Applicable Rate and Eurocurrency Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(i) and (e)(ii) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (v) (A) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except thatfor prepayments pursuant to Section 2.03(b)(iii)(b) and, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared to solely in respect of any earlier maturing Class of Term Loans (other than the Initial Loans) with a later Maturity Date than such Incremental Loans, Section 2.03(b)(iv)(A)(y)) in any voluntary or mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loanshereunder, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same (A) (I) rank pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall Initial Loans, (II) not be secured by the any assets not constituting Collateral and shall have the same rank pari passu or junior in right of security with respect the Initial Loans (and, if applicable, subject to a Subordination Agreement and/or the Second Lien Intercreditor Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the other Obligations as Borrower and the applicable Refinanced Debt; andAdministrative Agent) and (III) not be guaranteed by any Person that is not a Guarantor.

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise shall be reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions to the extent such terms are (ia) conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, Incremental Amendment for the benefit of the Term Lenders and all Lenders, (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 (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing 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 upfront fees, OID or similar fees) to any then-existing Term Loan Facility or Revolving Credit Facility, as applicable, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)) which may be added without and (y) if such terms are more restrictive than the consent terms of any other partythen-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, : (Ai) the Refinancing Incremental Term Loans: (iA) (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; (iiC) (I) as of the Refinancing Facility Closing Incremental Amendment Date, 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 the Refinanced Debt, (iii) foregoing, shall have an 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 schedule as determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s); (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 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; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s),; and (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of any then-existing Class of Term Loans,Loans and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of any existing Class of Term Loans hereunder; (viii) the Incremental Revolving Commitments and Incremental Revolving Loans: (A) (I) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt under Term Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall have the same 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) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Revolving Termination Date with respect to the other Obligations Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date with respect to the Initial Revolving Credit Commitments; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Incremental 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 Refinanced DebtIncremental Revolving Commitment arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date; and (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any 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.

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 Borrower Representative and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments, Incremental Commitments and except as otherwise set forth herein, (B) to the extent not 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, shall be consistent with clauses (i)-(viii) through (iii) below, as applicable, and otherwise (Aa) reflect market terms and conditions if materially more favorable (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) Incremental Lenders , conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Incremental Amendment, (x) in the case of any Class of Refinancing Incremental Term Loans and Refinancing 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 Refinancing Incremental Revolving Loans and Refinancing Revolving Credit CommitmentsCommitment Increase, for the benefit of the Revolving Credit Lenders or Lenders, (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing 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 upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Incremental Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and:

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party). In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except thatfor prepayments of any Class of Loans with an earlier maturity date than any other Class of Loans, unless otherwise permitted under this Agreement, prepayments in connection with a refinancing of such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared or pursuant to any earlier maturing Class of Term LoansSection 2.13(h))) in any mandatory or voluntary prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loanshereunder, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; and

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 Borrower Borrowers and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and otherwise, at the option of the Borrowers, either (Ax) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness refinancing (as determined by the Administrative Borrower in good faith) or (By) otherwise reasonably satisfactory if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Refinancing Arranger 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 (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 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 Term Loans and Revolving Credit Commitments existing at the time of such refinancing). If necessary to consummate any such Refinancing Facility Closing Date) which Loans or Refinancing Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments, the interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be added without automatically increased and any call protection provision may be made more favorable to the consent of any other partyapplicable existing Lenders. In any event, : (Ai) the The Refinancing Term Loans: (iA) 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; (iiB) as of the Refinancing Facility Closing Date, 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; (iiiC) shall have an interest rate (which may be fixed Applicable Rate and Term SOFR or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Borrowers and the applicable Refinancing Term Lenders,; provided that if the Applicable Rate and Term SOFR 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 Term SOFR 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. (ivD) shall have fees determined by the Borrower Borrowers and the applicable Refinancing Loan arranger(s),; (vE) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (AF) may provide for the ability to participate on a pro rata basis, 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 or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for AHYDO Payments and prepayments pursuant to any earlier maturing Class of Term LoansSection 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,hereunder; (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interestinterest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated or similar fees) incurred in connection with the refinancingissuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, andas applicable; (viii) shall have the same rank pari passu in right of payment or junior in right of payment with respect the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the other Obligations as the applicable Refinanced Debt and extent (x) secured by any Applicable Lien, shall be subject to the ABL Intercreditor Agreement, the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (i) shall have the same rank pari passu in right of security payment with, or junior in right of payment to, the Obligations under the then existing Term Loans and Revolving Credit Loans and will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the extent (x) secured by any Applicable Lien, shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and the ABL Intercreditor Agreement, and (y) secured by Liens on the Collateral (other than Applicable Liens), shall be subject to the Second Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement or, in each case, to intercreditor arrangements reasonably satisfactory to the Administrative Agent, as applicable; (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the other Obligations as the applicable Refinanced Debt; provided that, any Refinancing Revolving Credit Commitments and Refinancing Revolving Loans in an aggregate amount not to exceed the then available Inside Maturity Basket may have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt; (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the applicable Maturity Date of the Refinancing Revolving Credit Commitments and any other Class of Revolving Credit Commitments, and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments; (D) may include provisions for letter of credit and swing line subfacilities and may be available in Dollars; (E) shall provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis) with all other Revolving Credit Commitments, except that the Borrowers shall be permitted to permanently repay and terminate Commitments (I) in respect of any 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; (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date; (G) shall have an Applicable Rate and Term SOFR or Base Rate floor (if any) determined by the Borrowers and the applicable Refinancing Revolving Credit Lenders; provided that if the Applicable Rate and Term SOFR 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 Term SOFR 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; (H) shall have fees determined by the Borrowers and the applicable Refinancing Revolving Credit Commitment arranger(s); (I) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; and (J) shall not have a greater principal amount of Commitments than the principal amount of the utilized Commitments of the Refinanced Debt plus any accrued but unpaid interest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, upfront fees or similar fees) incurred in connection with the issuance of such Refinancing Revolving Credit Commitments or Refinancing Revolving Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, as applicable.

Required Terms. The terms, provisions and documentation of the 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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise shall be reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions to the extent such terms are (ia) conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, Incremental Amendment for the benefit of the Term Lenders and all Lenders, (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 (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing 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 upfront fees, OID or similar fees) to any then-existing Term Loan Facility or Revolving Credit Facility, as applicable, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)) which may be added without and (y) if such terms are more restrictive than the consent terms of any other partythen-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the Credit Documents for the benefit of the then-existing Facilities. In any event, : (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Refinancing Obligations under Term Loans:Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Term Loans and Revolving Credit Loans that are secured on a first lien basis (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Junior Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangements reasonably satisfactory to the Borrower and the Administrative Agent) and (III) shall be guaranteed by the Guarantors; 104 1010279941v18 (iB) 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; (iiC) (I) as of the Refinancing Facility Closing Incremental Amendment Date, 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 the Refinanced Debt, (iii) foregoing, shall have an 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 schedule as determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s); (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 Incremental Term Lenders, ; provided that the Applicable Percentage and amortization for an Incremental Term Loan Increase shall be (ivI) 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; (E) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s), ; and (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of any then-existing Class of Term Loans and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of any existing Class of Term Loans hereunder; (ii) the Incremental Revolving Commitments and Incremental Revolving Loans, : (viA) (I) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt under Term Loans and Revolving Credit Loans that are senior in right of payment, (II) shall be secured by the Collateral and shall have the same rank pari passu or junior in right of security with respect 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 other Obligations as Borrower and the applicable Refinanced DebtAdministrative Agent) and (III) shall be guaranteed by the Guarantors; and105 1010279941v18

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 Borrower Borrowers and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions (ia) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the other Lenders of Term Lenders Loans and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the benefit of the other Lenders of Revolving Credit Loans (or such Lenders who have provided Revolving Credit Commitments) or (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent of any other party). In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date maturity date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iiiC) shall have an interest rate (which may be fixed Applicable Rate and LIBO Rate or variable), margin (if any) and interest rate Alternate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Agent and the applicable Refinancing Term Lenders, (ivD) shall have fees determined by the Borrower Agent and the applicable Refinancing Term Loan arranger(s), (v) (AE) may participate on (I) a pro rata basis, basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loanshereunder, (viF) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID original issue discount and upfront fees associated with the refinancing, and (viiG) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and to the extent subordinated in right of payment or security, shall be subject to subordination and/or intercreditor arrangements (as applicable) reasonably satisfactory to the Administrative Agent); (H) (I) shall not be secured by any asset other than the Collateral and (II) shall not be guaranteed by any Person other than a Loan Party; and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and to the extent subordinated in right of payment or security, shall be subject to subordination and/or intercreditor arrangements (as applicable) reasonably satisfactory to the Administrative Agent), (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt; , (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Refinancing Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (D) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments (if on a greater than pro rata basis, only to the extent such Refinancing Revolving Credit Commitments are terminated in full), (E) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing, if any, on the Refinancing Facility Closing Date, (F) shall have an Applicable Rate and LIBO Rate or Alternate Base Rate floor (if any) determined by the Borrower Agent and the applicable Refinancing Revolving Credit Lenders, (G) shall have fees determined by the Borrower Agent and the applicable Refinancing Revolving Credit Commitment arranger(s), (H) shall not have a greater principal amount of Commitments than the principal amount of the Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, original issue discount and upfront fees associated with the refinancing, and (I) (I) shall not be secured by any asset other than the Collateral and (II) shall not be guaranteed by any Person other than a Loan Party.

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Closing DateReplacement Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) beloweither, as applicableat the option of the Borrower, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or ), (B) otherwise be not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing DateReplacement Term Loans or Closing Date Revolving 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 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 Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving 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 DateReplacement Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing DateReplacement Term Loans or (C) such terms, provisions and documentation are reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant provided that, at Borrower’s election, to the related Refinancing Amendment, extent any term or provision is added for the benefit of (x) in the case Lenders of any Class Incremental Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of Refinancing Term Loans and Refinancing Term Commitmentssuch term or provision are provided, for the benefit of the Lenders of the Closing DateReplacement Term Lenders and Loans or (y) in the case Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitmentssuch term or provision are provided, for the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing 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) which may Date (provided that, if such Incremental Term Loans are to be added without “fungible” with the consent of Closing DateReplacement Term Loans, notwithstanding any other partyconditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with the Closing DateReplacement Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (y) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to clause (4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing DateReplacement Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) aboveabove and clause (5)(c) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Refinancing Incremental Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (d)(i)), as specified in the applicable Incremental Amendment, (vi) shall be denominated in an Available Currency or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders, (vii) shall not at any time be guaranteed by any Subsidiary of Holdings other than Subsidiaries that are Guarantors, and (viii) 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 Holdings, the Borrower or any Restricted Subsidiary other than the Collateral; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (x) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (By) shall either (1) rank equal (but without regard to the control of remedies) or junior in priority of right of security with the First Lien Obligations under this Agreement or (2) be unsecured, in each case as applicable pursuant to clause (4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(13) 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 voluntary prepayment time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Term LoansCredit 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(13) 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 Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (x) with respect to (1) repayments required upon the Maturity Date of any Incremental Revolving Commitments and (2) repayments made in connection with any refinancing of Incremental Revolving Commitments or (y) as compared to any other Revolving Commitments with a later maturity date than such Incremental Revolving Commitments), in each case, with all other Revolving Commitments existing on such Incremental Facility Closing Date, (vi) shall not have a greater principal amount than provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the principal amount of same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andIncremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the same rank Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in right an Available Currency or, subject to the consent of payment the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders, (x) shall not at any time be guaranteed by any Subsidiary of Holdings other than Subsidiaries that are Guarantors, and (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 Holdings, the Borrower or any Restricted Subsidiary other than the Collateral; (c) the amortization schedule applicable to any Incremental Term Loans and the All-In Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loan that is in the form of syndicated floating rate Dollar-denominated term loans, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In-Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Replacement 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 other Obligations Closing Date Replacement Term Loans is increased so as to cause the then-applicable Refinanced Debt and All-In Yield under this Agreement on the Closing Date Replacement Term Loans to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum; provided that any increase in interest rate margin on the Closing Date Replacement Term Loans due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be secured effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Replacement Term Loans; provided, further, that if such Incremental Term Loans are to be “fungible” with the Closing Date Replacement 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 Collateral Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date Replacement Term Loans or Incremental Term Loans (and shall have the same rank in right amortization of security with respect any Closing Date Replacement Term Loans or Incremental Term Loans may be increased if necessary to the other Obligations as the applicable Refinanced Debt; andmake such Closing Date Replacement Term Loans and any Incremental Term Loans “fungible”).

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 Borrower and the applicable Refinancing Incremental Revolving Credit Lenders providing such Refinancing Incremental Revolving Credit Commitments, and except as otherwise set forth herein, to the extent not identical to the Revolving Credit Commitments existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent. In any event: (i) the 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) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall (x) rank pari passu in right of payment and of security with and (y) have the same Guarantees as, the Revolving Credit Loans, (B) any such Incremental Revolving Credit Commitments or Incremental Revolving Loans shall require no scheduled amortization or mandatory commitment reduction prior to the Maturity Date for the existing Revolving Credit Commitments, (C) the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the maturity date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (subject to clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, (D) 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 of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis with all other Revolving Credit Commitments on the Incremental Facility Closing Date, except that the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on a better than pro rata basis as compared to any other Class with a later maturity date than such Class, (F) assignments and participations of Term Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans on the Incremental Facility Closing Date, and (G) any Incremental Revolving Credit Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Credit Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Credit Commitments hereunder (including Incremental Revolving Credit Commitments, 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 Borrower and the applicable new Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Revolving Credit Commitments, the All-In Yield applicable to such Incremental Revolving Credit Commitments shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to 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 existing on outstanding Class of Revolving Credit Commitments to equal the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(vii) belowAll-In Yield then applicable to the Incremental Revolving Loans, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (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, (ii) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iii) shall have an 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 Borrower and the applicable Refinancing Term Lenders, (iv) shall have fees determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata minus 50 basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank in right of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andpoints.

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 Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for covenants or other provisions (ia) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Incremental Amendment Date) which may be added without the consent of any other party). In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (iiiC) shall have an interest rate (which may be fixed Applicable Margin and LIBO Rate or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall have fees determined by the Lead Borrower and the applicable Refinancing Term Loan arranger(s), (v) (AE) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.05(b)(iii)(x) and Section 2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans, (viF) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (viiG) (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 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 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, 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 in right of payment with respect to the other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; , (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, (F) shall provide that assignments and participations of Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Refinancing Facility Closing Date, (G) shall have an Applicable Margin and LIBO Rate or Base Rate floor (if any) determined by the Borrower and the applicable Refinancing Revolving Credit Lenders, (H) shall have fees determined by the Lead Borrower and the applicable Refinancing Revolving Credit Commitment arranger(s), and (I) shall not have a greater principal amount of Commitments than the principal amount of the Commitments of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing.

Required Terms. The terms, provisions and documentation of the 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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and otherwise (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (ia) conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, Incremental Amendment for the benefit of the Term Lenders and all Lenders, (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 (iib) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Amendment Date or (c) reasonably satisfactory to the Administrative Agent; provided that 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 upfront fees, OID or similar fees) to the applicable Class of then-existing Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date) which may be added without the consent of any other partyDate (after giving effect to Section 2.18(e)). In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) as of the 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; (iiC) (I) as of the Refinancing Facility Closing Incremental Amendment Date, 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 the Refinanced Debt, (iii) foregoing, shall have an 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 schedule as determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s); (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 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; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s),; and (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of any then-existing Class of Term Loans,Loans and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of any existing Class of Term Loans hereunder; (viii) the Incremental Revolving Commitments and Incremental Revolving Loans: (A) (I) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank pari passu in right of payment with respect to the other Obligations as the applicable Refinanced Debt and Obligations, (II) shall be secured by the Collateral and shall have the same rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Revolving Termination Date with respect to the other Obligations Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Revolving Termination Date with respect to the Initial Revolving Credit Commitments; (C) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Incremental 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 Refinanced DebtIncremental Revolving Commitment arranger(s); (E) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date; and (F) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Revolving Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis other than with respect to any 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.

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 Borrower and the applicable Refinancing Incremental Term Lenders providing such Refinancing Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term the Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken otherwise as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger Administrative Agent (except for it being understood that covenants or and 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 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) that are only applicable only to periods after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as agreed between the Borrower and the applicable Incremental Term Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase, the Refinancing terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, original issue discount or similar fees and subject to clause (f)) to the applicable Loans being increased, as existing on the Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) shall rank (I) pari passu in right of payment and (II) pari passu or junior in right of security with the Loans (and shall be subject to an Additional Junior Lien Intercreditor Agreement or an Additional First Lien Intercreditor Agreement, as applicable) or be unsecured; (B) as of the Refinancing Incremental Facility Closing Date, shall not have a final scheduled maturity date Maturity Date earlier than the Latest Maturity Date of the Refinanced Debt, (ii) with respect to any Loans as of the Refinancing Incremental Facility Closing Date; (C) subject to clause (e)(i)(B) above, shall have an amortization schedule as determined by the Borrower and the applicable Incremental Term Lenders, provided that, as of the Incremental Facility Closing Date, such Incremental Term Loans shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtLoans (as originally in effect prior to any scheduled amortization or prepayments thereto) on the date of incurrence of such Incremental Term Loans, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and Applicable Rate subject to clause (e)(ii) abovebelow, amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders,; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s),; (v) (AF) may participate on a pro rata basis, basis or less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory voluntary repayments or prepayments of Term principal of the Loans hereunder and (B) may participate on a pro rata basis, basis or less than a pro rata basis or (but not on a greater than pro rata basis except for prepayments with the proceeds of Credit Agreement Refinancing Indebtedness) in any voluntary prepayment mandatory repayments or prepayments of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interestLoans hereunder (or, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (vii) shall have the same rank junior in right of payment or security, shall be on a junior basis with respect thereto); and (G) may not be (x) secured by any assets other than Collateral or (y) guaranteed by any Person other than a Guarantor.; and (H) may have terms and provisions that otherwise differ from the terms of the 2020 Refinancing Term B Loans if satisfactory to the Borrower and the lender(s) providing such Incremental Term Loans. (ii) the Effective Yield applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any broadly syndicated Incremental Term Loans made under Incremental Term Commitments and incurred on or prior to the date that is 12 months after the Fourth Amendment Effective Date initially in reliance on clause (C) of the definition of “Available Incremental Amount” (and, for the avoidance of doubt, not through re-classification under such clause (C)), in each case, that are secured by the Collateral on a pari passu basis with the Obligations, the Effective Yield applicable to such Incremental Term Loans shall not be greater than the applicable Effective Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to 2018 Replacement2020 Refinancing Term B Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the other Obligations 2018 Replacement2020 Refinancing Term B Loans is increased so as to cause the then applicable Refinanced Debt and Effective Yield under this Agreement on the 2018 Replacement2020 Refinancing Term B Loans to equal the Effective Yield then applicable to the Incremental Term Loans minus 50 basis points; provided that any increase in the Effective Yield to the 2018 Replacement2020 Refinancing Term B Loans due to the application or imposition of a Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall be secured by the Collateral and shall have the same rank effected solely through an increase in right of security with respect (or implementation of, as applicable) any Eurocurrency Rate or Base Rate floor applicable to the other Obligations as the applicable Refinanced Debt; and2018 Replacement2020 Refinancing Term B 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 shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Term Loans and Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical in all material respects to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions clause (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) below; provided that in the case of any 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 in all material respects (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Refinancing Term Loans and Refinancing Term Commitmentsbeing increased, for in each case, as existing on 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 Refinancing Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) (I) shall rank pari passu in right of payment with the outstanding Obligations under the Initial Term Loans, Delayed Draw Term Loans and the Revolving Credit Loans, (II) shall be secured by the Collateral (and shall not be secured by a Lien on any assets of the Borrower and any Guarantor that does not also secure the Initial Term Loans) and shall rank pari passu in right of security with the outstanding Obligations under the Initial Term Loans, Delayed Draw Term Loans and the Revolving Credit Loans and (III) shall not be guaranteed by any Person other than the Guarantors under the then-existing Facilities; (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,then-existing Initial Term Loans and any Delayed Draw Term Loan; (iiC) as of the Refinancing Facility Closing Incremental Amendment Date, 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 Loans and any Delayed Draw Term Loans; (iiiD) may be used for working capital and general corporate purposes, including Permitted Acquisitions and other Permitted Investments and other Investments that would be permitted to be made pursuant to Section 7.06 and Section 7.08 (including, in each case, without limitation, the payment of any contingent or deferred purchase price in connection therewith), Capital Expenditures, associated fees, costs and expenses incurred in connection with any of the foregoing, permitted Restricted Payments, permitted payments under Section 7.13 or any other transaction not prohibited by the Loan Documents; (E) shall have an 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 All-In Yield determined by the Borrower and the applicable Refinancing Incremental Term Lenders,, subject to the MFN Requirement; (ivF) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s),; (vG) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) shall share ratably in any voluntary or mandatory prepayments of the Initial Term Loans and any Delayed Draw Term Loans (B) may participate on a pro rata basis, less other than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated connection with the refinancing, extension or refinancing of a particular Class of Loans pursuant to an Extension Amendment) unless the Borrower and the applicable Incremental Term Lenders elect lesser payments; and (viiH) shall have the same rank in right of payment other terms and conditions (other than with respect to pricing, margin, maturity, optional prepayment terms and/or fees, or as otherwise contemplated herein), not materially more favorable (taken as a whole) to the lenders providing such Incremental Term Commitments than such terms applicable to the then existing Initial Term Loans and any Delayed Draw Term Loans, as reasonably determined by the Borrower and Administrative Agent in good faith (except (x) to the extent such terms are acceptable to the Administrative Agent and are conformed (or added) to the Loan Documents pursuant to an Incremental Amendment for the benefit of the Lenders in respect of the then-existing Initial Term Loans and any Delayed Draw Term Loans (with no consent of the existing Lenders being required) or (y) for terms applicable only to periods after the Latest Maturity Date of the then-existing Initial Term Loans); and (ii) the terms and provisions (other Obligations as the applicable Refinanced Debt than upfront fees) of each Revolving Commitment Increase and Incremental Revolving Loan shall be secured by the Collateral and shall have the same rank in right of security with respect as those applicable to the other Obligations as the applicable Refinanced Debt; andexisting Revolving Credit Commitments.

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 Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicableLoans, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) through (iii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) Administrative Agent; provided that in the case of any a Loan Increase, the terms, provisions and documentation of such Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Refinancing Term Loans and Refinancing Term Commitmentsbeing increased, for in each case, as existing on 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 Refinancing Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, (A) the Refinancing Term Loans: (i) the Incremental Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under Loans that are senior in right of payment and (II) shall be secured by the Collateral and shall rank pari passu or junior in right of security with the Obligations under Initial Loans and other Loans required to be secured on a pari passu basis with the Initial Loans (and, if applicable, subject to a Subordination Agreement (if subject to payment subordination) and/or a Third 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 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 DebtInitialTerm B-3 Loans or any Extended Term Loans as to which the InitialTerm B-3 Loans were the Existing Term Loan Tranche, (iiC) as of the Refinancing Facility Closing Incremental Amendment Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtInitialTerm B-3 Loans, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Rate, and subject to clause clauses (e)(iie)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the applicable Refinancing Term Incremental Lenders; provided the Applicable Rate and amortization for a Loan Increase shall be the Applicable Rate and amortization for the Class being increased, (ivE) shall have fees determined by the Borrower and the applicable Refinancing Incremental Loan arranger(s),, and (v) (AF) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any earlier maturing voluntary prepayments of any Class of Term Loans with an earlier Maturity Date than any other Classes of Loans)) in any voluntary or mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,hereunder; (viii) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, [Reserved]; and (viiiii) the All-In Yield applicable to the Incremental Loans of each Class shall have be determined by the same rank 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 Commitments (to the extent pari passu in right of payment and security with the InitialTerm B-3 Loans), the All-In Yield applicable to such Incremental Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to InitialTerm B-3 Loans plus 50 basis points per annum unless the interest rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the other Obligations InitialTerm B-3 Loans is increased so as to cause the then applicable Refinanced Debt and All-In Yield under this Agreement on the InitialTerm B-3 Loans to equal the All-In Yield then applicable to the Incremental Loans minus 50 basis points; provided, further, that any increase in All-In Yield to any InitialTerm B-3 Loan due to the application or imposition of a Eurocurrency Rate or Base Rate floor on any Incremental Loan shall be secured by the Collateral and shall have the same rank effected solely through an increase in right of security with respect (or implementation of, as applicable) any Eurocurrency or Base Rate floor applicable to the other Obligations as the applicable Refinanced Debt; andsuch InitialTerm B-3 Loan.

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(viii) through (iii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) Administrative Agent; provided that in the case of any 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 upfront fees, OID or similar fees) to the applicable Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing or Revolving Credit CommitmentsCommitments being increased, for in each case, as existing on the benefit of the Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date) which may be added without the consent of any other party. In any event, : (Ai) the Refinancing Incremental Term Loans: (iA) (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, (iiC) as of the Refinancing Facility Closing Incremental Amendment Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtTerm B-3 Loans, (iiiD) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any)Applicable Rate, and subject to clause clauses (e)(iie)(i)(B) and (e)(i)(C) above, amortization determined by the Borrower and the applicable Refinancing Incremental Term Lenders; provided the Applicable Rate and amortization for a Term Loan Increase shall be the Applicable Rate and amortization for the Class being increased, (ivE) shall have fees determined by the Borrower and the applicable Refinancing Incremental Term Loan arranger(s),, and (v) (AF) may participate on a pro rata basis, basis or less than pro rata basis or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing for prepayments pursuant to Section 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y) or any voluntary prepayments of any Class of Term Loans may not participate with an earlier Maturity Date than any other Classes of Term Loans)) in any voluntary or mandatory prepayments of Term Loans hereunder. (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Loans: (A) (I) shall rank pari passu or junior in right of payment with the Obligations under the Term Loans and Revolving Credit Loans that are senior in right of payment and (II) shall rank pari passu in right of security with the Obligations under the Term Loans and Revolving Credit Loans that are secured on a greater first lien basis, (B) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date with respect to the Initial Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date, (D) may be elected to be included as compared additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to any earlier maturing an existing Class of Term LoansParticipating Revolving Credit Commitment, shall be included), subject to (other than in the case of a Revolving Commitment Increase) in any mandatory prepayments the consent of Term the Swing Line Lender and each L/C Issuer, and on the Incremental Facility Closing Date all Swing Line Loans and (B) may participate Letters of Credit shall be participated on a pro rata basisbasis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment, provided, such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments, provided, further, that in connection with such election the Swing Line Lender or the L/C Issuers may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans with respect to, and termination or reduction of, Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date be made on a pro rata basis or less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loanswith all other Revolving Credit Commitments, (viF) shall not provide that assignments and participations of Incremental Revolving Credit Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Credit Loans then existing on the Incremental Facility Closing Date, (G) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Credit Lenders; provided the Applicable Rate for a greater principal amount than Revolving Commitment Increase shall be the principal amount of Applicable Rate for the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancingClass being increased, and (viiH) shall have fees determined by the same rank Borrower and the applicable Incremental Revolving Credit Commitment arranger(s). (iii) the All-In Yield applicable to the Incremental Term Loans or Incremental Revolving Loans of each Class shall be determined by the Borrower and the applicable Incremental Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Loans made under Incremental Term Commitments (to the extent pari passu in right of payment and security with the Term B-3 Loans), the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Term B-3 Loans plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Eurocurrency Rate or Base Rate floor) with respect to the other Obligations Term B-3 Loans is increased so as to cause the then applicable Refinanced Debt and 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 increase in All-In Yield to any Term B-3 Loan due to the application or imposition of a Eurocurrency Rate or Base Rate floor on any Incremental Term Loan shall be secured by the Collateral and shall have the same rank effected solely through an increase in right of security with respect (or implementation of, as applicable) any Eurocurrency or Base Rate floor applicable to the other Obligations as the applicable Refinanced Debt; andsuch Term B-3 Loan.

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and 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, shall be consistent with clauses (i)-(viii) or (ii) below, as applicable, and (A) reflect market terms and conditions otherwise shall be (taken as a whole) at the time of incurrence of such Indebtedness not materially more favorable (as reasonably determined by the Borrower in good faithand conclusively evidenced by a certificate of an Authorized Officer of the Borrower) or (B) otherwise reasonably satisfactory to the Refinancing Arranger 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 (ias of the applicable Refinancing Closing Date) conformed of such Class being refinanced, (or added2) in the Loan Documents pursuant pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the related Refinancing Amendmentimmediately succeeding proviso, (x) in a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the case contrary herein, if any such terms, provisions and documentation of any Class of the Refinancing Term Loans and Refinancing Term Commitments, for Commitments or the benefit of the Term Lenders and (y) in the case of any Class of Refinancing Revolving Loans and Refinancing Revolving Credit 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 Credit Lenders Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (iiII) the applicable only 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 periods after be included in this Agreement for the Latest Maturity Date as of the Refinancing Facility Closing Date) which may be added without the consent benefit of any other partyTerm Loans hereunder). In any event, : (Ai) the Refinancing Term Loans: (iA) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (iiB) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the 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), (iiiC) shall have an interest rate Applicable Margin and, subject to clauses (which may be fixed or variable), margin (if anye)(i)(A) and interest rate floor (if any), and subject to clause (e)(iie)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (ivD) shall not be subject to any guarantee by any Person other than a Credit Party and shall not include any borrower other than the 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 on a pro rata basis, or on a less than pro rata basis, (but not on a greater than pro rata basis unless (i) such Refinancing Term Loans were made pursuant to an escrow or other similar arrangement and (ii) such greater than pro rata basis only relates to the proceeds placed in escrow or such other arrangement), in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Refinancing Amendment, and (F) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Term Loans were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Term Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured; and (ii) the Refinancing Revolving Commitments and Refinancing Revolving Loans: (A) (I) shall rank pari passu in right of payment with the Obligations and (II) shall either be (x) secured by the Collateral (and shall not be secured by any assets of the Borrower or any Restricted Subsidiary not constituting Collateral (except if such Refinancing Revolving Commitments were made pursuant to an escrow or similar arrangement solely with respect to proceeds of such Refinancing Revolving Commitments and Refinancing Revolving Loans plus any other cash or Cash Equivalents deposited to cover interest, fees or premium which may be payable upon the termination of such escrow or other arrangement)) and shall rank pari passu or junior in right of security with the Obligations or (y) unsecured, (B) shall not have a final scheduled maturity date earlier than, or mandatory scheduled commitment reductions prior to, the Maturity Date with respect to the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis with all other Revolving Commitments, (D) subject to the provisions of Section 2.3(c) to the extent dealing with Letters of Credit which mature or expire after a Maturity Date when there exists Refinancing Revolving Commitments with a longer Maturity Date, all Letters of Credit shall be participated on a pro rata basis by all Lenders with Commitments in accordance with their percentage of the Revolving Commitments existing on the Refinancing Closing Date (and except as provided in Section 2.3(c), without giving effect to changes thereto on an earlier Maturity Date with respect to Letters of Credit theretofore incurred or issued), (E) in the case of any Refinancing Revolving Commitments secured on a pari passu basis with the Revolving Commitments, shall provide that the permanent repayment of Revolving Loans with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Closing Date shall be made on a pro rata basis, or on a less than (but not greater than, except that Refinancing Revolving Commitments may participate on a greater than pro rata basis in any permanent prepayments and termination with other Revolving Commitments, other than the Revolving Commitments in effect on the Closing Date) pro rata basis, with all other Revolving Commitments, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Loans on a greater than pro rata basis as compared to any other Class of Revolving Loans with a later Maturity Date than such Class or in connection with any refinancing thereof permitted by this Agreement, (F) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinancing Closing Date, (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 more than three different Maturity Dates unless otherwise agreed to by the Administrative Agent, (H) shall have fees an Applicable Margin determined by the Borrower and the applicable Refinancing Loan arranger(s), (v) (A) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term Loans) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans, (vi) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancingRevolving Lenders, and (viiI) shall have the same rank in right of payment with respect not be subject to the any guarantee by any Person other Obligations as the applicable Refinanced Debt than a Credit Party and shall be secured by not include any borrower other than the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt; andBorrower 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 Borrower Borrowers and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to (or constituting a part of) any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and otherwise, at the option of the Borrowers, either (Ax) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness refinancing (as determined by the Administrative Borrower in good faith) or (By) otherwise reasonably satisfactory if not consistent with the terms of the corresponding Class under the Facilities, not be materially more restrictive to the Refinancing Arranger 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 (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 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 Term Loans and Revolving Credit Commitments existing at the time of such refinancing). If necessary to consummate any such Refinancing Facility Closing Date) which Loans or Refinancing Commitments as fungible for U.S. federal income tax purposes with an existing Class of Term Loans or Revolving Credit Commitments, the interest rate margins and rate floors on the applicable existing Class of Term Loans or Revolving Credit Commitments may be added without automatically increased and any call protection provision may be made more favorable to the consent of any other partyapplicable existing Lenders. In any event, : (Ai) the The Refinancing Term Loans: (iA) 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; (iiB) as of the Refinancing Facility Closing Date, 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; (iiiC) shall have an interest rate (which may be fixed Applicable Rate and Eurocurrency RateTerm SOFR or variable), margin (if any) and interest rate Base Rate floor (if any), and subject to clause clauses (e)(iie)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower Borrowers and the applicable Refinancing Term Lenders,; provided that if the Applicable Rate and Eurocurrency RateTerm SOFR 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 RateTerm SOFR 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. (ivD) shall have fees determined by the Borrower Borrowers and the applicable Refinancing Loan arranger(s),; (vE) shall not be subject to any Guarantee by any Subsidiary other than a Loan Party; (AF) may provide for the ability to participate on a pro rata basis, 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 or (but not on a greater than pro rata basis (except that, unless otherwise permitted under this Agreement, such Refinancing Term Loans may not participate on a greater than a pro rata basis as compared for AHYDO Payments and prepayments pursuant to any earlier maturing Class of Term LoansSection 2.05(b)(iv) and Section 2.05(b)(vi)(A)(y))) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment of Term Loans,hereunder; (viG) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus any accrued but unpaid interestinterest on such Refinanced Debt plus existing commitments unutilized under such Refinanced Debt to the extent permanently terminated at the time of incurrence of such new Indebtedness plus the amount of any tender premium or penalty or premium required to be paid under the terms of the instrument or documents governing such Refinanced Debt and any defeasance costs and any fees and expenses (including OID, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated or similar fees) incurred in connection with the refinancingissuance of such Refinancing Term Loans plus other amounts permitted to be incurred under Sections 7.01 and 7.03, andas applicable; (viiH) (i) shall have the same rank pari passu in right of payment or junior in right of payment with respect the Obligations under the then existing Term Loans and Revolving Credit Loans and (ii) will either be secured solely by the same Collateral securing the Obligations or shall be unsecured and (ii) to the other Obligations as the applicable Refinanced Debt and extent (x) secured by any Applicable Lien, shall be secured by the Collateral and shall have the same rank in right of security with respect subject to the other Obligations as ABL Intercreditor Agreement, the applicable Refinanced Debt; Second Lien Intercreditor Agreement and, if applicable, the First Lien Intercreditor Agreement and

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 Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date, shall be consistent with clauses (i)-(viii) and (ii) below, as applicable, and (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (B) otherwise reasonably satisfactory to the 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 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 Refinancing Facility Closing Date) which may be added without the consent of any other partyAdministrative Agent. In any event, : (Ai) the Refinancing Term Loans: : (iA) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, ; (iiC) (I) as of the Refinancing Facility Closing Date, shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (iiiII) shall have an amortization schedule as determined by the Borrower and the applicable Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate (which may be fixed margin, OID or variable), margin (if anyotherwise) and interest rate floor (if any), and subject to clause (e)(ii) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, ; (ivE) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), ; (v) (AF) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis (except 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 any earlier maturing Class of Term LoansI) in any mandatory prepayments of Term Loans and (B) may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayment prepayments of Term Loans, Loans hereunder and (viII) shall a pro rata basis or less than pro rata basis (but not have on a greater principal amount than pro rata basis (except for prepayments of any Class or Classes of Term Loans with a Maturity Date preceding the principal amount Maturity Date of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated remaining Classes of Term Loans then outstanding or made with the refinancing, and (viiproceeds of Refinancing Facilities)) shall have the same rank in right any mandatory prepayments of payment with respect to the other Obligations as the applicable Refinanced Debt and shall be secured by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced DebtTerm Loans hereunder; and

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to any Class of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses either, at the option of the Borrower, (i)-(vii) below, as applicable, and (Aa) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (b) be not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) 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, the 2020 Incremental Term Loans, the 2022 Incremental 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 (ii) 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 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 Loans, the 2020 Incremental Term Loans and/or the 20202022 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable) or (Bc) otherwise contain such terms, provisions and documentation as are reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed Administrative Agent (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Refinancing Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans and Refinancing Term or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and/or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable or (ii) the Lenders and under Incremental Revolving Commitments, no consent shall be required from the Priority Revolving Agent (y) or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Refinancing Lenders other than the Priority Revolving Loans and Refinancing Revolving Credit CommitmentsLenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any Lender 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 Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing 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) which may Date (provided that, if such Incremental Term Loans are intended to be added without the consent “fungible” with any Class of Term Loans, notwithstanding any other partyconditions 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 provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (I) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to a First Lien/Second Lien Intercreditor Agreement or (B) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to Section 2.14(4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing Date Term Loans or the 2022 Incremental Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) above, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Refinancing Incremental Term Lenders, Lenders (ivprovided, that if such Incremental Term Loans are intended to be “fungible” with any existing Class of Term Loans notwithstanding any other conditions specified in this Section 2.14(5)(a), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) shall have fees determined to be agreed by the Borrower and the Administrative Agent to provide that the Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable Refinancing Loan arranger(sexisting Class of Term Loans), (v) to the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (A) but without regard to the control of remedies), may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any mandatory prepayments of Term Loans hereunder (except that, unless otherwise permitted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments under Section 2.05(2)(a), (b) and (c)(i)), as specified in the applicable Incremental Amendment, (vi) shall be denominated in Dollars or, subject to the consent of the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Term Lenders, (vii) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and (viii) 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 Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (i) (I) shall rank equal in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to a First Lien/Second Lien Intercreditor Agreement and or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may participate be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(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 voluntary prepayment time Incremental Revolving Commitments with a later Maturity Date are outstanding, shall provide that all Letters of Term LoansCredit 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 Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (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 Commitments existing on such Incremental Facility Closing Date, (vi) shall not have a greater principal amount than provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the principal amount of same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andIncremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the same rank Administrative Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in right Dollars or, subject to the consent of payment the Administrative Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving Lenders, (x) shall not at any time be guaranteed by any Subsidiary of the Borrower other than Subsidiaries that are Guarantors, and (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 Restricted Subsidiary other than the Collateral; provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; 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 (or in the case of the Priority Revolving Facility, the Priority Revolving Agent), the Borrower and the relevant Issuing Banks and/or the Swingline Lender, as applicable. (c) the Applicable Rate and fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loan (other than the other Obligations as 2020 Incremental Term Loans and, the applicable Refinanced Debt 2021 Incremental Term Loans and shall be the 2022 Incremental Term Loans) that (I) is secured by the Collateral and shall have the same rank ranks equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (II) is in the form of Dollar-denominated term loans, the All-In Yield applicable to such Incremental Term Loans shall not be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 20202022 Incremental Term Loans, respectively, in each case 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 other Obligations Closing Date Term Loans or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable, is increased so as to cause the then applicable Refinanced Debt; andAll-In Yield under this Agreement on the Closing Date Term Loans, the 2020 Incremental Term Loans and/or 20202022 Incremental Term Loans, as applicable, to equal the All-In Yield then applicable to the Incremental Term Loans, minus 50 basis points per annum (it being understood and agreed that any increase in All-In Yield on the Closing Date Term Loans or, the 2020 Incremental Term Loans or the 2022 Incremental Term Loans, as applicable, due to the application of a Eurodollar Rate or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Eurodollar Rate or Base Rate floor applicable to such Closing Date Term Loans or, such 2020 Incremental Term Loans or such 2022 Incremental Term Loans, as applicable) (this proviso, the “MFN Provision”).

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 Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments, Incremental Commitments and except as otherwise set forth herein, to the extent not identical to any Class of consistent with the Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Refinancing Incremental Facility Closing Date, shall be consistent with clauses (i)-(vii) beloweither, as applicableat the option of the Borrower, and (A) reflect market terms and conditions be reasonably satisfactory to the Required Lenders, (taken as a wholeB) at be not materially more restrictive to the time of incurrence of such Indebtedness Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in 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 (By) otherwise 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, 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 and the Delayed Draw Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and Delayed Draw Term Loans or (C) contain such terms, provisions and documentation as are reasonably satisfactory to the Refinancing Arranger (except for covenants or other provisions (i) conformed Administrative Agent and the Specified Representative (or added) in the Loan Documents pursuant to the related Refinancing Amendment, (x) in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Refinancing Lenders other than the Revolving Lenders under Section 10.01) (provided that, at the Borrower’s election, to the extent any term or provision is added for the benefit of (i) the Lenders of Incremental Term Loans and Refinancing Term or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and the Delayed Draw Term Loan Facility or (ii) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent and the Specified Representative unless the addition of such term or provision (yor the provision of the features thereof) in to the case Revolving Facility would require the consent of any Class of Refinancing Lenders other than the Revolving Loans Lenders under Section 10.01, in which case the consent of the Administrative Agent and Refinancing Revolving Credit Commitmentsthe Specified Representative shall be required or any Lender 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 Revolving Credit Lenders or (ii) applicable only to periods after the Latest Maturity Date as of the Refinancing 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) which may Date (provided that, if such Incremental Term Loans are intended to be added without “fungible” with the consent of Closing Date Term Loans, notwithstanding any other partyconditions 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 provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event, : (Aa) the Refinancing Incremental Term Loans: (i) (I) shall rank equal or junior in priority in right of payment with the First Lien Obligations under this Agreement and (II) shall either (A) 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 shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Administrative Agent or (B) be unsecured, in each case as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debtapplicable pursuant to Section 2.14(4)(c) above, (ii) as of the Refinancing Facility Closing Date, shall not mature earlier than the Original Term Loan Maturity Date, (iii) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Refinanced DebtClosing Date Term Loans on the date of incurrence of such Incremental Term Loans, (iiiiv) shall have an interest rate (which may be fixed or variable), margin (if any) and interest rate floor (if any), and subject to clause (e)(ii5)(a)(iii) aboveabove and clause (5)(b) below, respectively, shall have amortization and an Applicable Rate determined by the Borrower and the applicable Refinancing Incremental Term Lenders, (iv; 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) shall have fees determined to be agreed by the Borrower and the applicable Refinancing Loan arranger(s)Administrative Agent 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, (v) (A) to the extent secured by Liens on the Collateral on a pari passu basis with the First Lien Obligations (but without regard to the control of remedies), may participate on a pro rata basis, basis or less than pro rata basis or greater than a pro rata basis (but not greater than a pro rata basis) in any mandatory prepayments of Term Loans hereunder, except that, unless otherwise permitted restricted under this Agreement, such Refinancing Incremental Term Loans may not participate on a greater than a pro rata basis as compared to any earlier later maturing Class of Term Loans) Loans constituting First Lien Obligations in any mandatory prepayments of Term Loans under Section 2.05(2)(a), (b) and (c)(i) as specified in the applicable Incremental Amendment and (B) may participate on a pro rata basis, less than a pro rata basis or greater than a pro rata basis in any voluntary prepayment prepayments of Term LoansLoans hereunder, as specified in the applicable Incremental Amendment, (vi) shall not have a greater principal amount than be denominated in Dollars, subject to the principal amount consent of the Refinanced Debt plus accrued but unpaid interestAdministrative Agent and the Specified Representative (not to be unreasonably withheld, feesdelayed or conditioned), premiums (if any) another currency as determined by the Borrower and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, andapplicable Incremental Term Lenders, (vii) shall have not at any time be guaranteed by any Subsidiary of the same Borrower other than Subsidiaries that are Guarantors, and (viii) 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 Restricted Subsidiary other than the Collateral; provided that Incremental Term Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term Indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clauses (ii) and (iii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clauses (ii) and (iii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; (b) the Incremental Revolving Commitments and Incremental Revolving Loans: (I) shall rank equal or junior in priority in right of payment with respect the First Lien Obligations under this Agreement and (II) shall either (A) rank equal (but without regard to the other control of remedies) or junior in priority of right of security with the First Lien Obligations as the applicable Refinanced Debt under this Agreement and shall be subject to the applicable Intercreditor Agreement or other intercreditor arrangements reasonably satisfactory to the Revolver Agent or (B) be unsecured, in each case as applicable pursuant to Section 2.14(4)(c) above, (ii) shall not mature earlier than the Original Revolving Facility Maturity Date, and shall not be subject to amortization, (iii) except as set forth in clause (v) below, shall provide that the borrowing and repayment (other than permanent repayment) of Revolving Loans with respect to Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis, less than a pro rata basis or greater than a pro rata basis with all other outstanding Revolving Commitments existing on such Incremental Facility Closing Date, (iv) subject to the provisions of Section 2.03(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 Loans in connection with a termination of Incremental Revolving Commitments after the associated Incremental Facility Closing Date may be made on a pro rata basis or less than a pro rata basis (or greater than a pro rata basis (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 Commitments existing on such Incremental Facility Closing Date, (vi) shall provide that assignments and participations of Incremental Revolving Commitments and Incremental Revolving Loans shall be governed by the same assignment and participation provisions applicable to Revolving Commitments and Revolving Loans existing on the Incremental Facility Closing Date, (vii) shall provide that any Incremental Revolving Commitments may constitute a separate Class or Classes, as the case may be, of Commitments from the Classes constituting the applicable Revolving Commitments prior to the Incremental Facility Closing Date; provided at no time shall there be Revolving Commitments hereunder (including Incremental Revolving Commitments and any original Revolving Commitments) which have more than four (4) different Maturity Dates unless otherwise agreed to by the Revolver Agent, (viii) shall have an Applicable Rate determined by the Borrower and the applicable Incremental Revolving Lenders, (ix) shall be denominated in Dollars or, subject to the consent of the Revolver Agent (not to be unreasonably withheld, delayed or conditioned), another currency as determined by the Borrower and the applicable Incremental Revolving 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 Restricted Subsidiary other than the Collateral; and (xii) shall not exceed an amount such that, after giving effect thereto, the aggregate principal amount of all Incremental Revolving Commitments and Permitted Incremental Equivalent Debt constituting revolving commitments exceeds the greater of (a) $25,000,000 and (b) 30% of Consolidated EBITDA of the Borrower and the Subsidiaries for the most recently ended Test Period (calculated on a pro forma basis) (the “Available Incremental Revolver Cap”); provided that Incremental Revolving Commitments and Incremental Revolving Loans may be incurred in the form of a bridge or other interim credit facility intended to be refinanced or replaced with long term indebtedness (so long as such credit facility includes customary “rollover provisions” that satisfy the requirements of clause (ii) above following such rollover), in which case, on or prior to the first anniversary of the incurrence of such “bridge” or other credit facility, clause (ii) above shall not prohibit the inclusion of customary terms for “bridge” facilities, including customary mandatory prepayment, repurchase or redemption provisions; 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 Required Revolver Lenders, the Borrower and the relevant Issuing Banks and/or the Swing Line Lender, as applicable. (c) the Applicable Rate and fees applicable to the Incremental Term Loans of each Class shall be determined by the Borrower and the applicable Incremental Term Lenders and shall be set forth in each applicable Incremental Amendment; provided, however, that with respect to any Incremental Term Loan that (I) is secured by the Collateral and shall have the same rank ranks equal in priority of right of security with the First Lien Obligations under this Agreement (but without regard to the control of remedies) and (II) is in the form of Dollar-denominated term loans or notes (other than in the form of a bona fide widely placed Rule 144A high-yield bond offering), the All-In Yield applicable to 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 the terms of this Agreement as amended through the date of such calculation with respect to Closing Date Term Loans, plus 50 basis points per annum unless the Applicable Rate (together with, as provided in the proviso below, the Adjusted Term SOFR or Base Rate floor) with respect to the other Obligations Closing Date Term Loans and Delayed Draw Term Loans is increased so as to cause the then applicable Refinanced Debt; andAll-In Yield under this Agreement on the Closing Date Term Loans and 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 and agreed that any increase in All-In Yield on the Closing Date Term Loans and Delayed Draw Term Loans due to the application of an Adjusted Term SOFR or Base Rate floor on any Incremental Term Loan shall be effected solely through an increase in (or implementation of, as applicable) the Adjusted Term SOFR or Base Rate floor applicable to such Closin