Common use of Initial Term Loans Clause in Contracts

Initial Term Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers Borrower shall repay to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 and/or the Borrowing of any Delayed Draw Term Loans (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount ), including any increases as a result of making subsequent term loans made pursuant to Section 2.01(a) or 2.14, as applicable, “fungible” with the Initial Term Loans: The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the first full fiscal quarter ending on March 31, 2021 after the Closing Date 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans Facility All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers shall repay to (i) On the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending on March 31, 2020, theafter the 2023 Repricing and Maturity Extension Amendment Effective Date, the Borrowers shall pay to the Administrative Agent, for the account of the Initial Term Loan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the Initial Term Loans as of the Closing Date2023 Repricing and Maturity Extension Amendment Effective Date; provided that any optional prepayments of Initial Term Loans (as in effect prior to the 2023 Repricing and Maturity Extension Amendment Effective Date) made prior to the 2023 Repricing and Maturity Extension Amendment Effective Date for shall continue to be applied to reduce such amortization payments as set forth in Section 2.05(a)(iii). To the extent not previously paid, prepaid, refinanced, substituted or replaced, all Initial Term Facilities starting Loans shall be due and payable on the Initial Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (ii) On the last Business Day in of each fiscal quarter of the Borrowers commencing with the fiscal quarter ending on March 31, 2021 0.252021, the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Lenders, a principal amount of the 2020 Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the aggregate initial 2020 Incremental Term Loans as of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2020 Incremental Term Loans shall be due and payable on the applicable 2020 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after 2021 Incrementalthe 2023 Repricing and Maturity Extension Amendment FundingEffective Date, the Borrowers shall pay to the Administrative Agent, for the account of the 2021 Incremental Term Loan Lenders, a principal amount of the Initial 2021 Incremental Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (ias adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to 1.00% per annum of the aggregate principal amount of all Initial the 2021 Incremental Term Loans outstanding as of the 2023 Repricing and Maturity Extension Amendment Effective Date; provided that any optional prepayments of 2021 Incremental Amendment Funding DateTerm Loans (as in effect prior to the 2023 Repricing and Maturity Extension Amendment Effective Date) made prior to the 2023 Repricing and Maturity Extension Amendment Effective Date shall continue to be applied to reduce such amortization payments as set forth in Section 2.05(a)(iii) . To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2021 Incremental Term Loans shall be due and payable on such date; providedthe applicable 2021 Incremental Term Loan Maturity Date, further, that together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iv) All repayments pursuant to this Section 2.07(a) may shall be amended (at the option of the Parent Borrower)subject to Section 3.05, as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, but shall otherwise be without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretopremium or penalty.

Initial Term Loans. The Borrowers Borrower shall repay to the Administrative Agent for the ratable account of the applicable Initial Term Lenders Lenders: (A) on or prior to the last day of each March, June, September and December that occurs prior to the Amendment No. 1 Effective Date, an aggregate amount equal to 0.25% of the initial aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and made on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The , with the first such payment to be made on the last Business Day day of each the fifth full fiscal quarter ending after the Closing Date, (B) on or prior to the Maturity Date for last day of each March, June, September and December that occurs prior to the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31Amendment No. 4 Effective Date, 2021 an aggregate amount equal to 0.25% of the initial aggregate principal amount of the aggregate initial principal amount of the all Initial Term Loans on the Closing Amendment No. 1 Effective Date, with the first such payment to be made on the last day of the first full fiscal quarter ending after the Amendment No. 1 Effective Date; provided that if the Amendment No. 3 Funding Date Maturity Date occurs, after the funding of the 2020 Incremental Term Loans, the Administrative Agent shall be authorized to increase the total amount of amortization to account for the inclusion of the 2020 Incremental Term Loans in the Initial Term Loans All unpaid such that the 2020 Incremental Term Loans will be fungible with the then-existing Initial Term Loans, (C) on or prior to the last day of each March, June, September and December that occurs prior to the Initial Term Loan Maturity Date, an aggregate amount equal to 0.25% of the initial aggregate principal amounts amount of any outstanding all Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business DayAmendment No. 4 Effective Date, with the first such payment to be made on the last day of the first full fiscal quarter ending after the Amendment No. 4 Effective Date and (iiD) the final principal repayment installment of on the Initial Term Loans shall be repaid on the Loan Maturity Date for the Initial Term Loans and in any event shall be in Date, an aggregate amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers Parent Borrower shall repay give the Administrative Agent an irrevocable Borrowing Request requesting that the applicable Term Lenders make the initial Term Loans on the Effective Date prior to 11:00 a.m. (i) in the case of a Base Rate Loan, on the Effective Date and (ii)(A) in the case of a Daily Simple RFR Loan denominated in Dollars, at least five (5) RFR Business Days prior to the Effective Date, (B) in the case of a Term RFR Loan denominated in Dollars, at least three (3) RFR Business Days prior to the Effective Date, (C) in the case of a Eurocurrency Rate Loan denominated in Dollars, at least three (3) Eurocurrency Banking Days prior to the Effective Date, (D) in the case of an RFR Loan denominated in any Foreign Currency, at least five (5) RFR Business Days prior to the Effective Date, and (E) in the case of a Eurocurrency Rate Loan denominated in any Foreign Currency, at least four (4) Eurocurrency Banking Days prior to the Effective Date; provided, that the Parent Borrower may only request a Eurocurrency Rate Loan or an RFR Loan if the Parent Borrower has delivered to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding a letter in consecutive quarterly installments as follows (which installments shall, form and substance reasonably satisfactory to the extent applicable, be reduced as a result of Administrative Agent indemnifying the application of prepayments Lenders in accordance with the order of priority manner set forth in Sections 2.05 and 2.06, or be increased as a result Section 2.15 of any increase in the amount of Initial Term Loans pursuant to Section 2.14 this Agreement. Any Borrowing Request shall specify (such increased amortization payments to be calculated in the same manner (and on the same basisA) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not of such borrowing, which shall be a Business Day, a RFR Business Day or an Eurocurrency Banking Day, as applicable, (B) the Currency of such principal repayment installment shall borrowing, (C) the amount of such borrowing, (D) whether such Term Loan is to be repaid on the next preceding Business Daya Eurocurrency Rate Loan, a Daily Simple RFR Loan, a Term RFR Loan or a Base Rate Loan, and (iiE) in the final principal repayment installment case of a Eurocurrency Rate Loan or a Term RFR Loan, the duration of the Initial Interest Period applicable thereto. If the Parent Borrower fails to specify the Currency of a Term Loans Loan in a Borrowing Request, then the Term Loan shall be repaid on made in Dollars. If the Maturity Date for Parent Borrower fails to specify a type of Term Loan in Dollars in a Borrowing Request, then the Initial applicable Term Loan shall be made as a Base Rate Loan. If the Parent Borrower requests a borrowing of Eurocurrency Rate Loans and or Term RFR Loans in any event shall such Borrowing Request, but fails to specify an Interest Period, it will be in deemed to have specified an amount equal to the aggregate principal amount Interest Period of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.one month. Not later than 1:00

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions set forth herein, each Continuing Term Lender (i) severally agrees to continue all (or such lesser amount as the ratable account Arranger may allocate) of its Existing Term Loans as Initial Term Loans in a principal amount equal to the applicable Term Lenders the aggregate principal amount of all Initial its Existing Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the such lesser amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for Arranger may allocate) (the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate “Allocated Rollover Amounts”; any such principal amount of Existing Term Loans not allocated by the aggregate initial principal amount of the Arranger to continue as Initial Term Loans on Loans, the Closing Date Maturity Date for the Initial “Non-Allocated Existing Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (iLoans”) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) shall be deemed for the final principal repayment installment purpose of the Amended Credit Agreement to have made Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an aggregate principal amount equal to the aggregate principal amount of all its Existing Term Loans minus the principal amount of its Non-Allocated Existing Term Loans (if any) on the Third Amendment Effective Date. (b) Subject to the terms and conditions set forth herein, each Additional Term Lender severally agrees to make an Initial Term Loan to the Borrower on the Third Amendment Effective Date in a principal amount equal to its Additional Term Loan Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. On the Third Amendment Effective Date, the proceeds of the Additional Term Loans outstanding shall be applied to, among other things, prepay the Existing Term Loans of the Non-Continuing Term Lenders. The Additional Term Loan Commitments of the Additional Term Lenders will be automatically and permanently reduced to $0 upon the funding of the Additional Term Loans on the Third Amendment Effective Date. (c) On the Third Amendment Effective Date, each Non-Continuing Term Lender shall have its Existing Term Loans prepaid in full, and the Borrower shall pay to each Non-Continuing Term Lender all accrued and unpaid interest on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any thenNon-existing tranche of Continuing Term Lender’s Existing Term Loans to increase to, but not including, the amortization with respect thereto, in connection with the Borrowing of any Incremental Third Amendment Effective Date. (d) Each Initial Term Loans that constitute Pari Passu Indebtedness if and Lender agrees to the extent necessary so amendments to the Existing Credit Agreement set forth in Annex B hereto. It is understood and agreed that such Incremental (i) Continued Term Loans and the applicable existing Additional Term Loans form the same Class of constitute “Initial Term Loans Loans” and to the extent practicable“Term Loans”, a (ii) Additional Commitments and Allocated Rollover Amounts constitute “fungibleInitial Term Commitments” trancheand “Term Commitments” and (iii) Continuing Term Lenders and Additional Term Lenders shall constitute “Initial Term Lenders,” “Term Lenders” and “Lenders”, in each case, without for all purposes under the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoAmended Credit Agreement.

Initial Term Loans. The Borrowers Borrower shall repay to the Administrative Agent for the ratable account of the applicable Initial Term Lenders Lenders: (A) on or prior to the last day of each March, June, September and December that occurs prior to the Amendment No. 1 Effective Date, an aggregate amount equal to 0.25% of the initial aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and made on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The , with the first such payment to be made on the last Business Day day of each the fifth full fiscal quarter ending after the Closing Date, (a) on or prior to the Maturity Date for last day of each March, June, September and December that occurs prior to the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31Amendment No. 4 Effective Date, 2021 an aggregate amount equal to 0.25% of the initial aggregate principal amount of the aggregate initial principal amount of the all Initial Term Loans on the Closing Amendment No. 1 Effective Date, with the first such payment to be made on the last day of the first full fiscal quarter ending after the Amendment No. 1 Effective Date; provided that if the Amendment No. 3 Funding Date Maturity Date occurs, after the funding of the 2020 Incremental Term Loans, the Administrative Agent shall be authorized to increase the total amount of amortization to account for the inclusion of the 2020 Incremental Term Loans in the Initial Term Loans All unpaid such that the 2020 Incremental Term Loans will be fungible with the then-existing Initial Term Loans, (C) on or prior to the last day of each March, June, September and December that occurs prior to the Initial Term Loan Maturity Date, an aggregate amount equal to 0.25% of the initial aggregate principal amounts amount of any outstanding all Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business DayAmendment No. 4 Effective Date, with the first such payment to be made on the last day of the first full fiscal quarter ending after the Amendment No. 4 Effective Date and (iiD) the final principal repayment installment of on the Initial Term Loans shall be repaid on the Loan Maturity Date for the Initial Term Loans and in any event shall be in Date, an aggregate amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the ratable account of Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the applicable Term Lenders the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of all the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans outstanding in consecutive quarterly installments as follows incurred hereunder may not be reborrowed. On the Closing Date (which installments shall, after giving effect to the extent applicableincurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced as a result pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the application prepayment of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Original Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing DateSubsection 4.4(g)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions hereof, each Lender holding an Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the ratable account of Closing Date, one or more term loans (each, an “Initial Term Loan”) to the applicable Term Lenders the Parent Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Initial Term Loans: (i) except as hereinafter provided, shall, at the option of all the Borrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans outstanding in consecutive quarterly installments as follows incurred hereunder may not be reborrowed. On the Closing Date (which installments shall, after giving effect to the extent applicableincurrence of Initial Term Loans on such date), be reduced as the Initial Term Loan Commitment of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed under the heading “Tranche B Term Lender” on Schedule A-1 attached hereto severally agrees to make, in Dollars, in a result single draw on the Second Amendment Effective Date, one or more term loans (such term loans, collectively with the term loans representing the Initial Term Loans exchanged by the Existing Initial Term Loan Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrowers in an aggregate principal amount not to exceed the Tranche B Term Loan Commitment of such Lender; provided that Exchanging Initial Term Lenders shall make their respective Tranche B Term Loans by exchanging their Initial Term Loans for Rollover Indebtedness in lieu of their pro rata portion of the application prepayment of prepayments in accordance with Initial Term Loans pursuant to Subsection 4.4(g) of the order Credit Agreement. (ii) Subject to the terms and conditions hereof, on the Second Amendment Effective Date, upon execution of priority set forth in Sections 2.05 the Second Amendment by an Existing Initial Term Loan Lender and 2.06the indication on such Lender’s signature page that such Existing Initial Term Loan Lender elects to exchange, or be increased as through a result cashless rollover pursuant to Subsection 4.4(g), all of any increase in such Lender’s Initial Term Loans for Tranche B Term Loans (each such Existing Initial Term Loan Lender, an “Exchanging Initial Term Loan Lender”), the amount of Initial Term Loans pursuant to Section 2.14 (by such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Exchanging Initial Term Loan Lender (or such lesser amount allocated to such Lender by the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the held by an Exchanging Initial Term Loans on the Closing Date Maturity Date Loan Lender shall constitute “Rollover Indebtedness” for the Initial all purposes under this Agreement. (iii) Except as hereinafter provided, Tranche B Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans providedshall, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent BorrowerBorrower Representative, be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; and (iv) Without limiting Subsections 2.8 and 8.1(b)(i), as it relates to any then-existing tranche of once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the Second Amendment Effective Date (after giving effect to increase the amortization with respect thereto, in connection with the Borrowing Incurrence of any Incremental Tranche B Term Loans that constitute Pari Passu Indebtedness if and to on such date), the extent necessary so that such Incremental Tranche B Term Loans and the applicable existing Term Loans form the same Class Loan Commitment of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments Lender shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoterminate.

Initial Term Loans. The Borrowers shall repay (i) On the Restatement Date (after giving effect to the Administrative Agent for the ratable account of the applicable Restatement Date Refinancing), Initial Term Lenders the Loans in an aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows $275,000,000 are outstanding. (which installments shall, ii) Subject to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority terms and conditions set forth in Sections 2.05 herein, each (A) Existing Lender that executes and 2.06delivers a counterpart to this Agreement with its consent severally agrees that, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basisRestatement Date, (1) as the schedule set forth below for the Initial Term Loans made as of held by such Existing Lender under the Closing Date)): Existing Credit Agreement and outstanding on the Restatement Date Amount The last Business Day of each fiscal quarter ending (immediately prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the giving effect thereto) shall continue and remain as Initial Term Loans on the Closing Date Maturity Date for the under this Agreement and (2) such Existing Lender will assign a portion of its Initial Term Loans All unpaid aggregate principal amounts of any outstanding (as notified to such Existing Lender by the Administrative Agent) to the New Lender (as defined below) on the Restatement Date at par (it being understood that no Assignment and Assumption shall be required to be executed by such Existing Lender or the New Lender to effect such assignment) and (B) Existing Lender holding Initial Term Loans providedthat does not execute and deliver a counterpart to this Agreement or executes and delivers a counterpart to this Agreement declining consent (each, however, that (ia “Non-Consenting Existing Lender”) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on required to assign the next preceding Business Day, and (ii) the final principal repayment installment entire amount of the its Initial Term Loans (the “Assigned Initial Term Loans”) to BMO Xxxxxx Bank, N.A. (in such capacity, the “New Lender”) in accordance with Section 9.02(c) and 9.04 and such New Lender shall be repaid on the Maturity Date for the become a Lender under this Agreement with respect to such Assigned Initial Term Loans (and this Agreement shall constitute the notice to any such Non-Consenting Existing Lender to be replaced in accordance with Section 9.02(c)). Each of the New Lender, the Administrative Agent and the Borrower acknowledges and agrees that, upon the Restatement Date, each Non-Consenting Existing Lender, as assignor, will be deemed pursuant to Section 9.02(c) and 9.04 to assign its Initial Term Loans to the New Lender, as assignee. (iii) After the Restatement Date, upon the terms and subject to the conditions set forth herein and in any event shall be in an amount equal to the aggregate principal amount of all Initial Incremental Term Loans outstanding on such date; providedFacility Amendment or Refinancing Amendment, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates each Term Lender with a Term Commitment with respect to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and (other than any Class of Initial Term Loans) severally agrees to make a Term Loan denominated in dollars under such Class to the extent practicableBorrower in an amount not to exceed such Term Lender’s Term Commitment under such Class on the date of incurrence thereof. (iv) Amounts borrowed, a “fungible” trancheexchanged, in each caserenewed, without the consent of any party heretoreplaced or refinanced under this Section 2.01(a) and repaid or prepaid may not be reborrowed. Term Loans may be ABR Loans or Eurodollar Loans, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoas further provided herein.

Initial Term Loans. (i) The Borrowers shall repay Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each Original Initial Term Lender, the applicable Term Lenders the aggregate principal amount of all Original Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with March, June, September and December, beginning on the last Business Day in of the first full fiscal quarter to occur after the Effective Date and ending on March 31with the last such day to occur prior to the Initial Term Loan Maturity Date, 2021 in an aggregate principal amount for each such date equal to 0.25% of the aggregate principal amount of the aggregate initial Original Initial Term Loans outstanding on the Effective Date (as such amount shall be adjusted for prepayments pursuant to the terms of this Agreement). Additionally, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Original Initial Term Lender the principal amount of the such Original Initial Term Lender’s Original Initial Term Loans on the Closing Initial Term Loan Maturity Date. (ii) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender, the 2018/2019 Incremental Term Loans on the last Business Day of each March, June, September and December, beginning on the last Business Day of the first full fiscal quarter to occur after the 2018 Incremental Amendment Effective Date Maturity Date for and ending with the last such day to occur prior to the Initial Term Loans All unpaid Loan Maturity Date, in an aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the amount for each such date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to 0.25% of the aggregate principal amount of all Initial the 2018/2019 Incremental Term Loans outstanding on the 2019 Incremental Amendment Effective Date (as such date; providedamount shall be adjusted for prepayments pursuant to the terms of this Agreement). Additionally, further, that this Section 2.07(a) may be amended (at the option Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender the Parent Borrower), as it relates to any then-existing tranche principal of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any such 2018/2019 Incremental Lender’s 2018/2019 Incremental Term Loans that constitute Pari Passu Indebtedness if and to on the extent necessary so that such Incremental Initial Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoLoan Maturity Date.

Initial Term Loans. The Borrowers shall repay (a) Subject to the terms and conditions hereof, (a) each Lender holding an Initial Term Loan Commitment severally agrees to make, in a single draw on the Closing Date, one or more term loans to the U.S. Borrowers, on a joint and several basis (each, an "Initial Term Loan" and, collectively the "Initial Term Loans"), which Initial Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) The Parent Borrower agrees that, upon the request to the U.S. Administrative Agent for by any Lender made on or prior to the ratable account Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Initial Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 (each, as amended, supplemented, replaced or otherwise modified from time to time, an "Initial Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Initial Term Lenders Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. Each Initial Term Loan Note shall be dated the Closing Date (or in the case of an Initial Term Loan Note issued in connection with Initial Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Initial Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (c) Subject to subsection 2.7 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make to the U.S. Borrowers, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an "Incremental Term Loan" and, collectively the "Incremental Term Loans", and, together with the Initial Term Loans, the "Term Loans"), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of outstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Incremental Term Loan Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender's Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a "Incremental Term Loan Note"), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Incremental Term Loan Lender to such Borrower. Each Incremental Term Loan Note shall be dated the Incremental Term Loan Borrowing Date (or in the case of a Term Loan Note issued in connection with Incremental Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Incremental Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of all Initial Term Loans outstanding of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as follows (which installments shallprovided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule respective amounts set forth below for (together with all accrued interest thereon) opposite the Initial applicable installment dates (or, if less, the aggregate amount of such Term Loans made as of then outstanding): DATE AMOUNT ---- ------ Each March 31, June 30, September 30 and (i) $625,000 plus (ii) for each installment date December 31 following the Closing Date)): Date Amount The last Business Day of each fiscal quarter following an Incremental Term Loan Borrowing ending prior to the Term Loan Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31Date, 2021 0.25an amount equal to .25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Incremental Term Loans (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on the Closing Date such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date for the Initial Term Loans All all unpaid aggregate principal amounts of any outstanding Initial Term Loans (f) In the case of Incremental Term Loans provided, however, that have different scheduled repayment dates (iand amounts) if the date scheduled for any principal repayment installment is not a Business Dayas contemplated in subsection 2.7(e), such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Incremental Term Loans shall be repaid payable on the Maturity Date for dates and in the Initial amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, provided that if any such Incremental Term Loans and in any event are subsequently incurred, the amount of the then remaining scheduled installments of such Incremental Term Loans shall be in an proportionally increased (with the aggregate amount of increases to the then remaining scheduled installments to equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any new Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretothen being incurred).

Initial Term Loans. The Borrowers Borrower shall repay to the Administrative Agent for the ratable account of the applicable Initial Term Lenders the aggregate principal amount of all holding Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and i) on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior March, June, September and December, commencing September 30, 2023, an aggregate principal amount equal to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.251.25% of the aggregate principal amount of the aggregate initial principal amount of Initial Term Loans made pursuant to Section 2.01 by the Initial Term Loans on Lenders (other than the Closing Date Maturity Date for the Initial Second Amendment Incremental Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (iLender) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of on the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to Date, the aggregate principal amount of all Initial Term Loans outstanding on such date; providedprovided that (x) payments required by clause (i) above (each, further, that this Section 2.07(aan “Amortization Payment”) may shall be amended (at the option reduced as a result of the Parent Borrowerapplication of prepayments in accordance with Section 2.05 and (y) upon each funding of Second Amendment Incremental Term Loans, (A) each subsequent Amortization Payment shall be increased by an amount equal to (1) the principal amount of such Second Amendment Incremental Term Loans multiplied by (2) a fraction equal to (I) the amount of the applicable Amortization Payment (as adjusted from time to time pursuant to Section 2.05 but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) divided by (II) the then aggregate outstanding principal amount of the Initial Term Loans (including any Second Amendment Incremental Term Loans previously funded but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) and (B) each Initial Term lender will receive, on each such payment date, a pro rata portion of the applicable Amortization Payment as adjusted pursuant to the foregoing clause (A), as it relates to any then-existing tranche with such pro rata portion being calculated based on the proportion of the aggregate outstanding principal amount of the Initial Term Loans made by such Initial Term Lender pursuant to increase Section 2.01 to the amortization with respect thereto, aggregate outstanding principal amount of the Initial Term Loans made by all Initial Term Lenders pursuant to Section 2.01. The Administrative Agent shall be authorized to make the adjustments referred to in connection with the Borrowing foregoing proviso and shall upon request provide a schedule of the remaining payments to the Borrower and each Lender. In the event any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that or Extended Term Loans are made, such Incremental Term Loans or Extended Term Loans, as applicable, shall be repaid by the Borrower in the amounts and on the dates set forth in the definitive documentation with respect thereto and on the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoMaturity Date thereof.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions set forth herein, each Continuing Term B Lender (i) severally agrees to continue all (or such lesser amount as the ratable account Arrangers may allocate) of its Existing Tranche B Term Loans as Initial Term Loans in a principal amount equal to the applicable Term Lenders the aggregate principal amount of all Initial its Existing Tranche B Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the such lesser amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for Arrangers may allocate) (the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate “Allocated Rollover Amounts”; any such principal amount of Existing Tranche B Term Loans not allocated by the aggregate initial principal amount of the Arrangers to continue as Initial Term Loans on Loans, the Closing Date Maturity Date for the Initial “Non-Allocated Existing Tranche B Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (iLoans”) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) shall be deemed for the final principal repayment installment purpose of the Amended Credit Agreement to have made Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an aggregate principal amount equal to the aggregate principal amount of all its Existing Tranche B Term Loans minus the principal amount of its Non-Allocated Existing Tranche B Term Loans (if any) on the Amendment and Restatement Effective Date. (b) Subject to the terms and conditions set forth herein, each Additional Term B Lender severally agrees to make an Initial Term Loan to the Borrower on the Amendment and Restatement Effective Date in a principal amount equal to its Additional Term B Commitment, which amount shall be made available to the Administrative Agent in immediately available funds in accordance with the Amended Credit Agreement. On the Amendment and Restatement Effective Date, the proceeds of the Additional Tranche B Term Loans outstanding shall be applied to, among other things, prepay the Existing Tranche B Term Loans of the Non-Continuing Term B Lenders and the Non-Allocated Existing Tranche B Term Loans of the Continuing Term B Lenders. The Additional Term B Commitments of the Additional Term B Lenders will be automatically and permanently reduced to $0 upon the funding of the Additional Tranche B Term Loans on the Amendment and Restatement Effective Date. (c) On the Amendment and Restatement Effective Date, (i) each Non-Continuing Term B Lender shall have its Existing Tranche B Term Loans prepaid in full, and the Borrower shall pay to each Non-Continuing Term B Lender all accrued and unpaid interest on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any thenNon-existing tranche of Continuing Term B Lender’s Existing Tranche B Term Loans to, but not including, the Amendment and Restatement Effective Date; and (ii) each Continuing Term B Lender with Non-Allocated Existing Tranche Term B Loans shall have its Non-Allocated Existing Tranche Term B Loans prepaid in full, and the Borrower shall pay to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental each such Continuing Term B Lender all accrued and unpaid interest on such Continuing Term B Lender’s Non-Allocated Existing Tranche B Term Loans that constitute Pari Passu Indebtedness if to, but not including, the Amendment and Restatement Effective Date. (d) Each Initial Term Lender agrees to the extent necessary so amendments to the Existing Credit Agreement set forth in Annex A hereto. It is understood and agreed that such Incremental (i) Continued Term B Loans and Additional Tranche B Term Loans constitute “Initial Term Loans” and the applicable existing “Term Loans form the same Class of Loans”, (ii) Additional Tranche B Commitments and Allocated Rollover Amounts constitute “Initial Term Loans Commitments” and to the extent practicable, a “fungibleTerm Commitments” trancheand (iii) Continuing Term B Lenders and Additional Term B Lenders shall constitute “Initial Term Lenders,” “Term Lenders” and “Lenders”, in each case, without for all purposes under the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoAmended Credit Agreement.

Initial Term Loans. The Borrowers shall repay (a) Each Lender party hereto that is owed Existing Term Loans severally agrees to the Administrative Agent exchange its Existing Term Loans for the ratable account of the applicable Term Lenders the aggregate a like outstanding principal amount of all new term loans on the Amendment Effective Date (relative to such Lender, its "Initial Term Loan"), which exchange shall be deemed to be a voluntary prepayment of such Lender's Existing Term Loans by the Borrower and the making of an Initial Term Loan pursuant to clause (b) below by such Lender for such amount. (b) Each Lender with an Initial Term Loan Commitment severally agrees to make Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as Borrower on the Amendment Effective Date in a result of principal amount not to exceed its Initial Term Loan Commitment on the application of prepayments in accordance with Amendment Effective Date. In the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in event that the amount of Borrower requests Initial Term Loans pursuant to Section 2.14 in an aggregate amount (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the "Aggregate Initial Term Loans made as Loan Amount") less than the aggregate of the Closing Date)): Date Amount The last Business Day of Lenders' Initial Term Loan Commitments, each fiscal quarter ending prior such Lender shall make an Initial Term Loan to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be Borrower in an amount equal to the aggregate principal amount of all Aggregate Initial Term Loan Amount multiplied by such Lender's Initial Term Loan Percentage. Subject to clause (a) above, on the Amendment Effective Date the Borrower shall voluntarily prepay all Existing Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at from the option proceeds of the Parent Borrower), as it relates to any then-existing tranche of Initial Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoLoans.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the ratable account of Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the applicable Term Lenders the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lexxxx’s name in Schedule A under the heading “Original Initial Term Loan Commitment”, as such amount may be adjusted or reduced pursuant to the terms hereof, which Original Initial Term Loans: (i) except as hereinafter provided, shall, at the option of all the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Original Initial Term Loans outstanding in consecutive quarterly installments as follows incurred hereunder may not be reborrowed. On the Closing Date (which installments shall, after giving effect to the extent applicableincurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in Dollars, in a single draw on the First Amendment Effective Date, one or more term loans (each, a “New Tranche B Term Loan” and, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount may be adjusted or reduced as a result pursuant to the terms hereof; provided that Exchanging Term Lenders shall make their respective Tranche B Term Loans by exchanging their Original Initial Term Loans for Tranche B Term Loans constituting Rollover Indebtedness in lieu of their pro rata portion of the application prepayment of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Original Initial Term Loans pursuant to Section 2.14 Subsection 4.4(g). (such increased amortization payments ii) Subject to be calculated in the same manner (terms and conditions hereof, on the same basis) as First Amendment Effective Date, upon execution of the schedule set forth below for First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans made as of for Tranche B Term Loans (each such Existing Term Lender, an “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Original Initial Term Loans on held by such Exchanging Term Lender (or such lesser amount allocated to such Lender by the Closing Date Maturity Date Administrative Agent) shall be exchanged for Tranche B Term Loans. For the Initial avoidance of doubt, such Tranche B Term Loans All unpaid aggregate principal amounts of any outstanding Initial held by an Exchanging Term Loans Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, howevershall, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or EurodollarTerm SOFR Rate Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), as it relates to any then-existing tranche of once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to increase the amortization with respect thereto, in connection with the Borrowing incurrence of any Incremental Tranche B Term Loans that constitute Pari Passu Indebtedness if and to on such date), the extent necessary so that such Incremental Tranche B Term Loans and the applicable existing Loan Commitments of each Tranche B Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments Lender shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoterminate.

Initial Term Loans. The Borrowers shall repay Each Lender severally agrees to lend to Company on the Administrative Agent Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Initial Term Loan Commitments to be used for the ratable account purposes identified in Section 2.5A. The original amount of each Lender’s Initial Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the applicable Initial Term Lenders Loan Commitments is $460,000,000; provided that each Initial Term Loan made by a Lender hereunder shall be subject to an original issue discount such that such Initial Term Loan will result in aggregate proceeds to Company in an amount equal to 98.0% of such Lender’s Initial Term Loan Commitment, which amount shall represent the aggregate principal amount of all such Initial Term Loans outstanding to be made available by such Lender pursuant to Section 2.1C. Except as specified in consecutive quarterly installments as follows (which installments shallthe proviso to the immediately preceding sentence, all references herein to an “Initial Term Loan” or “Initial Term Loans”, to “principal”, the extent applicable, be reduced as a result “principal amount” or the “outstanding principal amount” of any Initial Term Loan or Initial Term Loans and other terms of like import shall mean 100% of the application of prepayments in accordance with Initial Term Loan Commitments (immediately prior to the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount incurrence of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): . Company may make only a single drawing on the Closing Date Amount The last Business Day under the Initial Term Loan Commitments and the Initial Term Loan Commitments (and the Initial Term Loan Commitment of each fiscal quarter ending prior Lender) shall terminate in its entirety on the Closing Date (after giving effect to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount making of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that ). Amounts borrowed under this Section 2.07(a2.1A(i) and subsequently repaid or prepaid may not be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoreborrowed.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all terms and conditions hereof, (a) each Lender holding an Initial Term Loans outstanding Loan Commitment severally agrees to make in consecutive quarterly installments as follows (which installments shalla single draw, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior , one or more term loans to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending Borrowers, on March 31a joint and several basis (each, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the an “Initial Term Loans on Loan” and, collectively the Closing Date Maturity Date for the “Initial Term Loans All unpaid aggregate principal amounts of any outstanding Loans”), which Initial Term Loans provided, however, that Loans: (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and denominated in Dollars; (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; providedshall, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to subsection 2.5 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an “Incremental Term Loan” and, collectively the “Incremental Term Loans”, and, together with the Initial Term Loans, the “Term Loans”), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as it relates to any then-existing tranche of Term Loans to increase the amortization with respect theretootherwise specifically provided in subsection 3.9 and 3.10, in connection with the Borrowing of any all Incremental Term Loans that constitute Pari Passu Indebtedness if and to comprising the extent necessary so that same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender. Once repaid, Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall incurred hereunder may not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretobe reborrowed.

Initial Term Loans. The Borrowers Borrower shall repay to the Administrative Agent for the ratable account of the applicable Initial Term Lenders the aggregate principal amount of all the Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be (x) reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.062.06 or other adjustment pursuant to Section 10.07(j), or be (y) increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date 139 140 Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions set forth herein (i) each existing Initial Term Lender (collectively, the ratable account “Continuing Term Loan Lenders”) that executes and delivers a Lender Addendum (Cashless Roll) in the form attached hereto as Exhibit 1 (a “Lender Addendum (Cashless Roll)”) consents to this Amendment and agrees to continue all (or such lesser amount as notified to such Continuing Term Loan Lender by the Lead Arranger prior to the Effective Date) of the applicable Term Lenders the aggregate principal amount of all its existing Initial Term Loans outstanding immediately before giving effect to this Amendment as an Initial Term Loan on the Effective Date in consecutive quarterly installments as follows a principal amount equal to such Continuing Term Loan Lender’s Initial Term Loans, and (which installments shallii) each Person (collectively, to the extent applicable, be reduced as “Additional Term Loan Lenders”) that executes and delivers a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase Lender Addendum (Additional Term Loan Lender) in the form attached hereto as Exhibit 2 (a “Lender Addendum (Additional Term Loan Lender)” and, together with a Lender Addendum (Cashless Roll), a “Lender Addendum”) agrees to take by assignment on the Effective Date from one or more Non-Consenting Lenders (as defined below) a principal amount of Initial Term Loans pursuant not to Section 2.14 (exceed the commitment offered by such increased amortization payments Additional Term Loan Lender to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Lead Arranger to so take by assignment Initial Term Loans made from Non-Consenting Lenders. For purposes hereof, a Person shall become a party to the Credit Agreement as amended hereby and an Initial Term Lender as of the Closing Date)): Effective Date Amount The last Business Day of each fiscal quarter ending by executing and delivering to the Administrative Agent, on or prior to the Maturity Effective Date, a Lender Addendum (Additional Term Loan Lender) in its capacity as an Initial Term Lender. For the avoidance of doubt, the existing Initial Term Loans of a Continuing Term Loan Lender must be continued in whole and may not be continued in part. (b) Any Non-Consenting Lender whose Initial Term Loans are repaid or assigned to one or more Additional Term Loan Lenders on the Effective Date for in accordance with this Amendment shall be entitled to the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% benefits of Section 2.16 of the aggregate principal amount Credit Agreement with respect thereto. The Continuing Term Loan Lenders hereby waive the benefits of Section 2.16 of the aggregate initial principal amount Credit Agreement with respect to that portion of the Initial Term Loans on of such Xxxxxx continued hereunder. (c) Notwithstanding anything herein to the Closing Date Maturity Date contrary, the provisions of the Credit Agreement with respect to indemnification, reimbursement of costs and expenses, increased costs and break funding payments (other than to the extent waived pursuant to Section 3(b)) shall continue in full force and effect with respect to, and for the benefit of, each existing Initial Term Lender in respect of each such Lender’s existing Initial Term Loans All unpaid aggregate principal amounts to the same extent expressly set forth therein. (d) Notwithstanding anything in this Amendment to the contrary, the continuation of any outstanding existing Initial Term Loans providedmay be implemented pursuant to other procedures specified by the Administrative Agent, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, including by replacement of such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the existing Initial Term Loans shall be repaid on the Maturity Date for the by a deemed repayment of such existing Initial Term Loans and in any event shall be in an amount equal of a Continuing Term Loan Lender followed by a subsequent deemed assignment to the aggregate principal amount it of all new Initial Term Loans outstanding on such date; providedin the same amount. (e) For the avoidance of doubt, furtherthe Lenders hereby acknowledge and agree that, that this Section 2.07(a) may be amended (at the sole option of the Parent Borrower)Administrative Agent, any Lender with existing Initial Term Loans that are replaced as it relates to any then-existing tranche contemplated hereby (whether by assignment of its Initial Term Loans to increase one or more Additional Term Loan Lenders or otherwise) shall, automatically upon receipt (or deemed receipt) of the amortization with respect theretoamount necessary to purchase such Lender’s existing Initial Term Loans so replaced, at par, and pay all accrued interest thereon, be deemed to have assigned such Initial Term Loans pursuant to a form of Assignment and Acceptance and, accordingly, no other action by the Lenders, the Administrative Agent or the Loan Parties shall be required in connection therewith. The Lenders hereby agree to waive any notice requirements of the Credit Agreement in connection with the Borrowing replacement of any Incremental existing Initial Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental contemplated hereby (whether by assignment of its Initial Term Loans and the applicable existing to one or more Additional Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoLoan Lenders or otherwise).

Initial Term Loans. The Borrowers shall repay (a) Subject to the terms and conditions hereof, (a) each Lender holding an Initial Term Loan Commitment severally agrees to make, in a single draw on the Closing Date, one or more term loans to the U.S. Borrowers, on a joint and several basis (each, an “Initial Term Loan” and, collectively the “Initial Term Loans”), which Initial Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) The Parent Borrower agrees that, upon the request to the U.S. Administrative Agent for by any Lender made on or prior to the ratable account Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Initial Term Loan, the Parent Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-1 (each, as amended, supplemented, replaced or otherwise modified from time to time, an “Initial Term Loan Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Initial Term Lenders Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Lender to the Parent Borrower. Each Initial Term Loan Note shall be dated the Closing Date (or in the case of an Initial Term Loan Note issued in connection with Initial Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Initial Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (c) Subject to subsection 2.7 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make to the U.S. Borrowers, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an “Incremental Term Loan” and, collectively the “Incremental Term Loans”, and, together with the Initial Term Loans, the “Term Loans”), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 4.9 and 4.10, all Incremental Term Loans comprising the same Borrowing shall at all times be of the same Type; (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender; and. (iv) shall not be made (and shall not be required to be made) by any Lender to the extent the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement and any repayment of outstanding RCF Loans on such date) would require a mandatory repayment pursuant to subsection 4.4(c)(i). Once repaid, Incremental Term Loans incurred hereunder may not be reborrowed. (d) Each Borrower agrees that, upon the request to the U.S. Administrative Agent by any Lender made on or prior to the Incremental Term Loan Borrowing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence such Lender’s Incremental Term Loan to such Borrower, such Borrower will execute and deliver to such Lender a promissory note substantially in the form of Exhibit A-2 (each, as amended, supplemented, replaced or otherwise modified from time to time, a “Incremental Term Loan Note”), with appropriate insertions therein as to payee, date and principal amount, payable to such Lender and in a principal amount equal to the unpaid principal amount of the applicable Incremental Term Loans made (or acquired by assignment pursuant to subsection 11.6(b)) by such Incremental Term Loan Lender to such Borrower. Each Incremental Term Loan Note shall be dated the Incremental Term Loan Borrowing Date (or in the case of a Term Loan Note issued in connection with Incremental Term Loans acquired by assignment pursuant to such section 11.6(b), the date of such assignment). Each Incremental Term Loan Note shall be payable as provided in subsection 2.6 and provide for the payment of interest in accordance with subsection 4.1. (e) Except as otherwise provided in subsection 2.2(f), the aggregate principal amount of all Initial Term Loans outstanding of all the Lenders shall be payable in consecutive quarterly installments up to and including the Term Loan Maturity Date therefor (subject to repayment as follows (which installments shallprovided in subsection 4.4), on the dates and in the principal amounts, subject to adjustment as set forth below, equal to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule respective amounts set forth below for (together with all accrued interest thereon) opposite the Initial applicable installment dates (or, if less, the aggregate amount of such Term Loans made as of then outstanding): Each March 31, June 30, September 30 and December 31 following the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Term Loan Maturity Date (i) $625,000 plus (ii) for the each installment date following an Incremental Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31Loan Borrowing Date, 2021 0.25an amount equal to .25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Incremental Term Loans (other than such Incremental Term Loans which may have different scheduled repayments as contemplated in subsection 2.7(e)) borrowed on the Closing Date such Incremental Term Loan Borrowing Date, subject in each case to prepayment as provided in subsection 4.4 Term Loan Maturity Date for the Initial Term Loans All all unpaid aggregate principal amounts of any outstanding Initial Term Loans (f) In the case of Incremental Term Loans provided, however, that have different scheduled repayment dates (iand amounts) if the date scheduled for any principal repayment installment is not a Business Dayas contemplated in subsection 2.7(e), such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Incremental Term Loans shall be repaid payable on the Maturity Date for dates and in the Initial amounts set forth in the respective Incremental Commitment Agreement or Agreements relating to such Incremental Term Loans, provided that if any such Incremental Term Loans and in any event are subsequently incurred, the amount of the then remaining scheduled installments of such Incremental Term Loans shall be in an proportionally increased (with the aggregate amount of increases to the then remaining scheduled installments to equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any new Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretothen being incurred).

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions hereof, each Lender holding an Original Initial Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the ratable account of Closing Date, one or more term loans (each, an “Original Initial Term Loan”) to the applicable Term Lenders the Borrower in an aggregate principal amount of all not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Original Initial Term Loans outstanding in consecutive quarterly installments Loan Commitment”, as follows (which installments shall, such amount may be adjusted or reduced pursuant to the extent applicableterms hereof, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of which Original Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that Loans: (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; except as hereinafter provided, furthershall, that this Section 2.07(a) may be amended (at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Original Initial Term Loan Commitment of such Lender. Without limitation of Subsections 2.8 and 8.1(b)(i), as it relates to any then-existing tranche of once repaid, Original Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to increase the amortization with respect theretoincurrence of Original Initial Term Loans on such date), the Original Initial Term Loan Commitments of each Lender shall terminate. (i) Subject to the terms and conditions hereof, each Lender listed on Schedule A-1 under the heading “Tranche B Term Loan Commitment” attached hereto (the “New Tranche B Term Lenders”) severally agrees to make, in connection with Dollars, in a single draw on the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicableFirst Amendment Effective Date, one or more term loans (each, a “fungibleNew Tranche B Term Loan” trancheand, collectively with the term loans representing the Original Initial Term Loans exchanged by the Existing Term Lenders by exercising a cashless rollover pursuant to Subsection 4.4(g), the “Tranche B Term Loans”) to the Borrower in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name in Schedule A-1 under the heading “Tranche B Term Loan Commitment”, as such amount (ii) Subject to the terms and conditions hereof, on the First Amendment Effective Date, upon execution of the First Amendment by an Existing Term Lender and the indication on such Lender’s signature page that such Existing Term Lender elects to exchange, through a cashless rollover pursuant to Subsection 4.4(g), all of such Lender’s Original Initial Term Loans for Tranche B Term Loans (each casesuch Existing Term Lender, without the consent of any party heretoan “Exchanging Term Lender”, and each Existing Term Lender other than an Exchanging Lender, a “Non-Exchanging Term Lender”), the amount of Original Initial Term Loans held by such Exchanging Term Lender (y) or such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable lesser amount allocated to such Lender prior theretoby the Administrative Agent) shall be exchanged for Tranche B Term Loans. For the avoidance of doubt, such Tranche B Term Loans held by an Exchanging Term Lender shall constitute “Rollover Indebtedness” for all purposes under this Agreement. (iii) The Tranche B Term Loans, except as hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. Without limitation of Subsections 2.8 and 8.1(b)(i), once repaid, Tranche B Term Loans incurred hereunder may not be reborrowed. On the First Amendment Effective Date (after giving effect to the incurrence of Tranche B Term Loans on such date), the Tranche B Term Loan Commitments of each Tranche B Term Lender shall terminate.

Initial Term Loans. The Borrowers shall repay to (i) On the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to of the Maturity Date for the Term Facilities starting Borrowers commencing with the last Business Day in the fiscal quarter ending on March 31, 2021 0.252020, the Borrowers shall pay to the Administrative Agent, for the account of the Initial Term Loan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on as of the Closing Date Maturity Date for Date. To the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans providedextent not previously paid, howeverprepaid, that (i) if the date scheduled for any principal repayment installment is not a Business Dayrefinanced, such principal repayment installment shall be repaid on the next preceding Business Daysubstituted or replaced, and (ii) the final principal repayment installment of the all Initial Term Loans shall be repaid due and payable on the Maturity Date for the Initial Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (ii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the fiscal quarter ending on March 31, 2021, the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Lenders, a principal amount of the 2020 Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.05 and in any event shall be in an amount 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of all Initial the 2020 Incremental Term Loans outstanding as of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2020 Incremental Term Loans shall be due and payable on such date; providedthe applicable 2020 Incremental Term Loan Maturity Date, furthertogether with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after 2021 Incremental Amendment Funding Date, that the Borrowers shall pay to the Administrative Agent, for the account of the 2021 Incremental Term Loan Lenders, a principal amount of the 2021 Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the 2021 Incremental Term Loans as of the 2021 Incremental Amendment Funding Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2021 Incremental Term Loans shall be due and payable on the applicable 2021 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iv) (iii) All repayments pursuant to this Section 2.07(a) may shall be amended (at the option of the Parent Borrower)subject to Section 3.05, as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, but shall otherwise be without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretopremium or penalty.

Initial Term Loans. The Borrowers shall repay to the Administrative Agent (i) for the ratable account of the applicable Term B Lenders holding Initial Term B Loans the aggregate principal amount of all Initial Term B Loans outstanding and (ii) for the ratable account of the Euro Term Lenders holding Initial Euro Term Loans the aggregate principal amount of all Initial Euro Term Loans outstanding, in each case, in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term B Loans or Initial Euro Term Loans, as applicable, pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term B Loans or Initial Euro Term Loans, as applicable, made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter Each March 31, June 30, September 30 and December 31 ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31June 30, 2021 2013 0.25% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term B Loans or Initial Euro Term Loans, as applicable, on the Closing Date Maturity Date for the Initial Term Loans All Facilities all unpaid aggregate principal amounts of any outstanding Initial Term B Loans or Initial Euro Term Loans, as applicable provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term B Loans or Initial Euro Term Loans, as applicable, shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term B Loans or Initial Euro Term Loans, as applicable, outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers Borrower shall repay to the Administrative Agent for the ratable account of the applicable Initial Term Lenders the aggregate principal amount of all holding Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and i) on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior March, June, September and December, commencing September 30, 2023, an aggregate principal amount equal to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.251.25% of the aggregate principal amount of the aggregate initial principal amount of Initial Term Loans made pursuant to Section 2.01 by the Initial Term Loans on Lenders (other than the Closing Date Maturity Date for the Initial Second Amendment Incremental Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (iLender) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of on the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to Date, the aggregate principal amount of all Initial Term Loans outstanding on such date; providedprovided that (x) payments required by clause (i) above (each, further, that this Section 2.07(aan “Amortization Payment”) may shall be amended (at the option reduced as a result of the Parent Borrower), as it relates to any then-existing tranche application of Term Loans to increase the amortization prepayments in accordance with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, Section 2.05 and (y) upon each funding of Second Amendment Incremental Term Loans, (A) each subsequent Amortization Payment shall be increased by an amount equal to (1) the principal amount of such amendments shall not decrease any amortization payment Second Amendment Incremental Term Loans multiplied by (2) a fraction equal to any Lender that would have otherwise been payable (I) the amount of the applicable Amortization Payment (as adjusted from time to time pursuant to Section 2.05 but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) divided by (II) the then aggregate outstanding principal amount of the Initial Term Loans (including any Second Amendment Incremental Term Loans previously funded but without giving effect to such Borrowing of Second Amendment Incremental Term Loans) and (B) each Initial Term lender will receive, on each such payment date, a pro rata portion of the applicable Amortization Payment as adjusted pursuant to the foregoing clause (A), with such pro rata portion being calculated based on the proportion of the aggregate outstanding principal amount of the Initial Term Loans made by such Initial Term Lender prior theretopursuant to Section 2.01 to the aggregate outstanding principal amount of the Initial Term Loans made by all Initial Term Lenders pursuant to Section 2.01. The Administrative Agent shall be authorized to make the adjustments referred to in the foregoing proviso and shall upon request provide a schedule of the remaining payments to the Borrower and each Lender.

Initial Term Loans. The Borrowers shall repay (i) On the terms and subject to the Administrative Agent for conditions set forth herein and in the ratable account of the applicable other Financing Documents, each Lender with an Initial Term Lenders the Loan Commitment Amount severally hereby agrees to make to Borrowers a term loan in an original aggregate principal amount of all equal to the Initial Term Loans outstanding in consecutive quarterly installments as follows Loan Commitment (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of “Initial Term Loans pursuant Loans”). Each such Lender’s obligation to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for fund the Initial Term Loans made as shall be limited to such Lender’s Initial Term Loan Commitment Percentage, and no Lender shall have any obligation to fund any portion of the Closing Date)): Date Amount The last Initial Term Loan required to be funded by any other Lender, but not so funded. (ii) No Borrower shall have any right to reborrow any portion of the Initial Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent an irrevocable Notice of Borrowing with respect to the proposed Initial Term Loan advance, such Notice of Borrowing to be delivered no later than 12:00 P.M. (Eastern time) at least five (5) Business Day of each fiscal quarter ending Days prior to the Maturity Date for proposed date of funding thereof (or such earlier date as the Term Facilities starting with the last Agent and Lenders may agree), which notice, if received by Agent on a day that is not a Business Day or after 12:00 P.M. (Eastern time) on a Business Day, shall be deemed to have been delivered on the next Business Day; provide that, such Notice of Borrowing may not be delivered prior to the Signing Date. On the date of any borrowing pursuant to the terms of this Section 2.1(a), following the satisfaction of the conditions set forth in Section 7.2 hereof, each applicable Lender shall remit to the fiscal quarter ending on March 31, 2021 0.25% Agent by 2:00 p.m. (New York City time) its share of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on requested by the Closing Date Maturity Date Borrower in the applicable Notice of Borrowing for further distribution by the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal Agent pursuant to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior Funds Flow Direction Letter related thereto.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for terms and conditions hereof, each Lender holding an Initial Dollar Term Loan Commitment severally agrees to make, in Dollars, in a single draw on the ratable account of Closing Date, one or more term loans (each, an “Initial Dollar Term Loan”) to the applicable Term Lenders the Borrower in an aggregate principal amount of all not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Dollar Term Loans outstanding in consecutive quarterly installments Loan Commitment,” which Initial Dollar Term Loan: (i) except as follows (which installments hereinafter provided, shall, at the option of the Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Dollar Term Loan Commitment of such Lender. (b) Subject to the extent applicableterms and conditions hereof, be reduced as each Lender holding an Initial Euro Term Loan Commitment severally agrees to make in Euros, in a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and single draw on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior , one or more term loans (each, an “Initial Euro Term Loan”) to the Maturity Date for the Term Facilities starting with the last Business Day Borrower in the fiscal quarter ending on March 31, 2021 0.25% of the an aggregate principal amount of not to exceed the amount set forth opposite such Lender’s name in Schedule A under the heading “Initial Euro Term Loan Commitment,” which Initial Term Loan: (i) shall be incurred and maintained as Eurodollar Loans; and (ii) shall be made by each such Lender in an aggregate initial principal amount of which does not exceed the Initial Euro Term Loans Loan Commitment of such Lender. (c) Subject to the terms and conditions hereof, each Converted Dollar Term Loan shall be converted into an Initial Dollar Term Loan on the Closing Date Maturity Date for and shall be deemed made to the Initial Term Loans All unpaid Borrower as of such date in an aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and amount in any event shall be in an amount Dollars equal to the aggregate principal amount of all such Converted Dollar Term Loan immediately prior to the Closing Date. Such Initial Dollar Term Loans outstanding on such date; shall, except as hereinafter provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurodollar Loans. (d) Subject to the terms and conditions hereof, each Converted Euro Term Loan shall be converted into an Initial Euro Term Loan on the Closing Date and shall be deemed made to the Borrower as of such date in an aggregate principal amount in Euros equal to the aggregate principal amount of such Converted Euro Term Loan immediately prior to the Closing Date. Such Initial Euro Term Loans shall be incurred and maintained as Eurodollar Loans. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. On the Closing Date (after giving effect to the incurrence of Initial Term Loans on such date), as it relates to any then-existing tranche the Initial Term Loan Commitment of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments Lender shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoterminate.

Initial Term Loans. The Borrowers shall repay (i) Subject to the Administrative Agent for terms and applicable conditions set forth herein, each Initial Tranche A Term Lender agrees to make Initial Tranche A Term Loans in Dollars to the ratable account of Borrower on the applicable Term Lenders the Closing Date in an aggregate principal amount of all not to exceed its Initial Tranche A Term Loans outstanding in consecutive quarterly installments as follows (which installments shallLoan Commitment; provided that, to if for any reason the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result full amount of any increase in the amount of Initial Tranche A Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and Lender’s Initial Tranche A Term Loan Commitment is not fully drawn on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior , the undrawn portion thereof shall automatically be cancelled upon giving effect to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% funding of the aggregate principal amount of the aggregate initial principal amount of the drawn Initial Tranche A Term Loans on the Closing Date Maturity Date for the Date. Each Initial Tranche A Term Loans All unpaid aggregate principal amounts of any outstanding Lender’s Initial Tranche A Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment Loan Commitment shall be repaid terminate immediately and without further action on the next preceding Business Day, and Closing Date after giving effect to the funding of such Initial Tranche A Term Lender’s Initial Tranche A Term Loan Commitment on the Closing Date. (ii) Subject to the final principal repayment installment of the terms and applicable conditions set forth herein, each Initial Tranche B Term Lender agrees to make Initial Tranche B Term Loans shall be repaid in Dollars to the Borrower on the Maturity Closing Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount not to exceed its Initial Tranche B Term Loan Commitment; provided that, if for any reason the full amount of all any Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled upon giving effect to the funding of the drawn Initial Tranche B Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of Closing Date. Each Initial Tranche B Term Lender’s Initial Tranche B Term Loan Commitment shall terminate immediately and without further action on the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and Closing Date after giving effect to the extent necessary so that funding of such Incremental Initial Tranche B Term Loans and Lender’s Initial Tranche B Term Loan Commitment on the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoClosing Date.

Initial Term Loans. (i) The Borrowers shall repay Borrower hereby unconditionally promises to pay to the Administrative Agent for the ratable account of each Original Initial Term Lender, the applicable Term Lenders the aggregate principal amount of all Original Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with March, June, September and December, beginning on the last Business Day in of the first full fiscal quarter to occur after the Effective Date and ending on March 31with the last such day to occur prior to the Initial Term Loan Maturity Date, 2021 in an aggregate principal amount for each such date equal to 0.25% of the aggregate principal amount of the aggregate initial Original Initial Term Loans outstanding on the Effective Date (as such amount shall be adjusted for prepayments pursuant to the terms of this Agreement). Additionally, the Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Original Initial Term Lender the principal amount of the such Original Initial Term Lender’s Original Initial Term Loans on the Closing Initial Term Loan Maturity Date. (ii) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender, the 2018/2019 Incremental Term Loans on the last Business Day of each March, June, September and December, beginning on the last Business Day of the first full fiscal quarter to occur after the 2018 Incremental Amendment Effective Date Maturity Date for and ending with the last such day to occur prior to the Initial Term Loans All unpaid Loan Maturity Date, in an aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the amount for each such date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to 0.25% of the aggregate principal amount of all Initial the 2018/2019 Incremental Term Loans outstanding on the 20182019 Incremental Amendment Effective Date (as such date; providedamount shall be adjusted for prepayments pursuant to the terms of this Agreement). Additionally, further, that this Section 2.07(a) may be amended (at the option Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each 2018/2019 Incremental Lender the Parent Borrower), as it relates to any then-existing tranche principal of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any such 2018/2019 Incremental Lender’s 2018/2019 Incremental Term Loans that constitute Pari Passu Indebtedness if and to on the extent necessary so that such Incremental Initial Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoLoan Maturity Date.

Initial Term Loans. The Borrowers shall repay to (i) On the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior to of the Maturity Date for the Term Facilities starting Borrowers commencing with the last Business Day in the fiscal quarter ending on March 31, 2021 0.252020, the Borrowers shall pay to the Administrative Agent, for the account of the Initial Term Loan Lenders, a principal amount of the Initial Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on as of the Closing Date Maturity Date for Date. To the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans providedextent not previously paid, howeverprepaid, that (i) if the date scheduled for any principal repayment installment is not a Business Dayrefinanced, such principal repayment installment shall be repaid on the next preceding Business Daysubstituted or replaced, and (ii) the final principal repayment installment of the all Initial Term Loans shall be repaid due and payable on the Maturity Date for the Initial Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (ii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the fiscal quarter ending on March 31, 2021, the Borrowers shall pay to the Administrative Agent, for the account of the 2020 Incremental Term Loan Lenders, a principal amount of the 2020 Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.05 and in any event shall be in an amount 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of all Initial the 2020 Incremental Term Loans outstanding as of the 2020 Incremental Amendment Effective Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2020 Incremental Term Loans shall be due and payable on such date; providedthe applicable 2020 Incremental Term Loan Maturity Date, furthertogether with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iii) On the last Business Day of each fiscal quarter of the Borrowers commencing with the first fiscal quarter ending after 2021 Incremental Amendment Funding Date, that the Borrowers shall pay to the Administrative Agent, for the account of the 2021 Incremental Term Loan Lenders, a principal amount of the 2021 Incremental Term Loans (as adjusted from time to time pursuant to Sections 2.05 and 2.06(b)) equal to 1.00% per annum of the aggregate principal amount of the 2021 Incremental Term Loans as of the 2021 Incremental Amendment Funding Date. To the extent not previously paid, prepaid, refinanced, substituted or replaced, 2021 Incremental Term Loans shall be due and payable on the applicable 2021 Incremental Term Loan Maturity Date, together with accrued and unpaid interest and fees on the principal amount to be paid up to but excluding the date of payment. (iv) All repayments pursuant to this Section 2.07(a) may shall be amended (at the option of the Parent Borrower)subject to Section 3.05, as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, but shall otherwise be without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretopremium or penalty.

Initial Term Loans. The Borrowers shall repay to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Second Amendment Effective Date)): Date Amount The last Business Day of each fiscal quarter ending prior to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31or about September 30, 2021 0.252018 1.000% of the aggregate principal amount of the aggregate initial principal amount of the Initial Term Loans on the Closing Second Amendment Effective Date The last Business Day of each fiscal quarter ending on or about December 31, 2018 through the fiscal quarter ending on or about December 31, 2019 0.500% of the aggregate initial principal amount of the Initial Term Loans on the Second Amendment Effective Date The last Business Day of each fiscal quarter ending on or about March 31, 2020 through the Maturity Date 0.625% of the aggregate initial principal amount of the Initial Term Loans on the Second Amendment Effective Date Maturity Date for the Initial Term Loans All all unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto.

Initial Term Loans. The Borrowers shall repay Each Lender with an Initial Term Loan Commitment severally agrees to lend to Company on the Administrative Agent Closing Date an amount not exceeding its Pro Rata Share of the aggregate amount of the Initial Term Loan Commitments to be used for the ratable account purposes identified in Section 2.5A. The original amount of each Lender’s Initial Term Loan Commitment is set forth opposite its name on Schedule 2.1 annexed hereto and the aggregate amount of the applicable Initial Term Lenders Loan Commitments is $340,000,000; provided that each Initial Term Loan made by a Lender hereunder shall be subject to an original issue discount such that such Initial Term Loan will result in aggregate proceeds to Company in an amount equal to 99.5% of such Lender’s Initial Term Loan Commitment, which amount shall represent the aggregate principal amount of all such Initial Term Loans outstanding to be made available by such Lender pursuant to Section 2.1C. Except as specified in consecutive quarterly installments as follows (which installments shallthe proviso to the immediately preceding sentence, all references herein to an “Initial Term Loan” or “Initial Term Loans”, to “principal”, the extent applicable, be reduced as a result “principal amount” or the “outstanding principal amount” of any Initial Term Loan or Initial Term Loans and other terms of like import shall mean 100% of the application of prepayments in accordance with Initial Term Loan Commitments (immediately prior to the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount incurrence of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): . Company may make only a single drawing on the Closing Date Amount The last Business Day under the Initial Term Loan Commitments and the Initial Term Loan Commitments (and the Initial Term Loan Commitment of each fiscal quarter ending prior Lender) shall terminate in its entirety on the Closing Date (after giving effect to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending on March 31, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount making of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further, that ). Amounts borrowed under this Section 2.07(a2.1A(i) and subsequently repaid or prepaid may not be amended (at the option of the Parent Borrower), as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoreborrowed.

Initial Term Loans. The Borrowers shall repay Subject to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all Initial Term Loans outstanding in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced adjustment as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result Section 2.05(a) solely to the extent of any increase in such amounts applied to the amount prepayment of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for Loans, the Initial Term Loans made as of shall be due and payable, and the Closing Date)): Date Amount The Borrower shall repay to the Initial Term Lenders quarterly on the last Business Day of each fiscal quarter ending prior to month of February, May, August and November occurring until the Maturity Date for with respect to the Initial Term Facilities starting Facility, commencing with the last Business Day in the fiscal quarter ending first such payment date on March 31May 30, 2021 0.25% of the 2024 (each such date, an “Initial Term Loan Repayment Date”), an aggregate principal amount equal to the Applicable Amortization Percentage of the aggregate initial original principal amount of all Initial Term Loans made by all Initial Term Lenders under Section 2.01(a)(i) (which payments shall be reduced as a result of the application of prepayments made in accordance with Section 2.05) or, if less, the entire principal of the Initial Term Loans on the Closing Date Maturity Date for the Initial Term Loans All unpaid aggregate principal amounts of any outstanding Initial Term Loans then outstanding, unless accelerated sooner pursuant to Section 8.02; provided, however, that (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans Facility and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; provided, further(ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on Term SOFR Loans) shall come due on a day other than a Business Day, that this Section 2.07(a) such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be amended and (at iii) if any principal repayment installment to be made by the option Borrower on a Term SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of the Parent Borrower), as it relates such extension would be to any then-existing tranche of Term Loans to increase the amortization with respect theretoextend such principal repayment installment into another calendar month, in connection with which event such principal repayment installment shall be due on the Borrowing of any Incremental Term Loans that constitute Pari Passu Indebtedness if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretoimmediately preceding Business Day.

Initial Term Loans. The Borrowers shall repay (a) Subject to the Administrative Agent for the ratable account of the applicable Term Lenders the aggregate principal amount of all terms and conditions hereof, (a) each Lender holding an Initial Term Loans outstanding Loan Commitment severally agrees to make in consecutive quarterly installments as follows (which installments shalla single draw, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06, or be increased as a result of any increase in the amount of Initial Term Loans pursuant to Section 2.14 (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Initial Term Loans made as of the Closing Date)): Date Amount The last Business Day of each fiscal quarter ending prior , one or more term loans to the Maturity Date for the Term Facilities starting with the last Business Day in the fiscal quarter ending Borrowers, on March 31a joint and several basis (each, 2021 0.25% of the aggregate principal amount of the aggregate initial principal amount of the an "Initial Term Loans on Loan" and, collectively the Closing Date Maturity Date for the "Initial Term Loans All unpaid aggregate principal amounts of any outstanding Loans"), which Initial Term Loans provided, however, that Loans: (i) if the date scheduled for any principal repayment installment is not a Business Day, such principal repayment installment shall be repaid on the next preceding Business Day, and denominated in Dollars; (ii) the final principal repayment installment of the Initial Term Loans shall be repaid on the Maturity Date for the Initial Term Loans and in any event shall be in an amount equal to the aggregate principal amount of all Initial Term Loans outstanding on such date; providedshall, further, that this Section 2.07(a) may be amended (at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as otherwise specifically provided in subsection 3.9 and 3.10, all Initial Term Loans comprising the same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Initial Term Loan Commitment of such Lender. Once repaid, Initial Term Loans incurred hereunder may not be reborrowed. (b) Subject to subsection 2.5 and the other terms and conditions hereof, (a) each Lender holding an Incremental Term Loan Commitment severally agrees to make, pursuant to a single drawing on the respective Incremental Term Loan Borrowing Date, one or more term loans (each, an "Incremental Term Loan" and, collectively the "Incremental Term Loans", and, together with the Initial Term Loans, the "Term Loans"), which Incremental Term Loans: (i) shall be denominated in Dollars; (ii) shall, at the option of the Parent Borrower, be incurred and maintained as, and/or converted into, ABR Loans or Eurocurrency Loans, provided that except as it relates to any then-existing tranche of Term Loans to increase the amortization with respect theretootherwise specifically provided in subsection 3.9 and 3.10, in connection with the Borrowing of any all Incremental Term Loans that constitute Pari Passu Indebtedness if and to comprising the extent necessary so that same Borrowing shall at all times be of the same Type; and (iii) shall be made by each such Lender in an aggregate principal amount which does not exceed the Incremental Term Loan Commitment of such Lender. Once repaid, Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent practicable, a “fungible” tranche, in each case, without the consent of any party hereto, and (y) such amendments shall incurred hereunder may not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior theretobe reborrowed.