Common use of Ranking and Other Provisions Clause in Contracts

Ranking and Other Provisions. The Additional Loans (i) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral with the outstanding Loans, (ii) shall not have a weighted average life that is shorter than the weighted average life of the outstanding Loans, (iii) shall not mature earlier than the Maturity Date (but such Additional Loans may have nominal amortization prior to such date), and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurred.

Ranking and Other Provisions. The additional Loans to any Borrower made pursuant to Additional Loans Commitments (the “Additional Loans”) may be effected by an Additional Revolving Credit Amendment (as defined below) as may be necessary and appropriate in the opinion of the Parent Borrower and the Administrative Agent to effect the provisions of this subsection 2.6; provided, however, that (i) the Additional Loans shall rank have the same guarantees as, and be secured on a pari passu or junior basis in right of payment and in respect of lien priority as security by the same Collateral securing, the Revolving Loans to the Collateral with the outstanding Loanssuch Borrower, (ii) shall no amendment effecting an Additional Commitment may provide for (I) any Additional Commitment to be secured by any Collateral or other assets of any Loan Party that do not have also secure the Revolving Loans and (II) so long as any Revolving Loans (other than Additional Loans) are outstanding, any mandatory prepayment provisions that do not also apply to the Revolving Loans on a weighted average life that is shorter than the weighted average life pro rata basis while an Event of Default of the outstanding Loanstype described in subsection 9.1(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event has occurred and is continuing or upon an acceleration of the Revolving Loan; provided that there shall be no mandatory or voluntary prepayments of Additional Loans under any FILO Tranche while any Revolving Loans are outstanding, (iii) the maturity date of such Additional Commitments shall not mature earlier than the Maturity Date (but such Additional Loans may have nominal amortization prior to such date)Date, and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating giving effect to such Additional Loans minus 0.50%Commitments, provided that the initial yield on any Parent Borrower shall be in compliance with subsection 8.1 as of the end of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to subsection 7.1, whether or not such covenant is otherwise then applicable to the Parent Borrower under such section at such time, (v) the interest rate margins applicable to the Additional Loans shall be determined by the Administrative Agent to be equal Parent Borrower and the Lenders extending Additional Commitments, (vi) such Additional Revolving Credit Amendment may provide for the inclusion, as appropriate, of Lenders extending Additional Commitments in any required vote or action of the Required Lenders, the Supermajority Lenders or of the Lenders of each Facility hereunder and may provide class protection for any additional credit facilities in a manner consistent with those provided the original Facilities pursuant to the sum provisions of subsection 11.1(a) as originally in effect, (vii) other than with respect to any FILO Tranche (which shall be subject to clause (viii)), the Borrowing Base (including advance rates) with respect to such Additional Commitments shall be the same as the Borrowing Base that is applicable to the Revolving Loans and any credit extension in respect of any other Tranche of Commitments (including Additional Commitments) shall be reserved against the applicable Borrowing Base, (viii) with respect to Additional Loans under any FILO Tranche, (A) such Additional Loans shall be secured by a pari passu lien on the Collateral with the Revolving Loans, but shall be junior in right of payment to all Revolving Loans, (2) such Additional Loans will be incurred on a “first in, last out” basis vis-à-vis the Revolving Loans, and the borrowing mechanics and voluntary and mandatory prepayment and commitment reduction provisions herein may be modified to reflect such “first in, last out” basis, and (3) the Borrowing Base with respect to such FILO Tranche shall be the same Borrowing Base that is applicable to the Revolving Loans, except such Borrowing Base with respect to such FILO Tranche may have a greater advance rate with respect to the Eligible Accounts, Eligible Inventory and Eligible Transportation Equipment than the advance rates applicable to the Revolving Loans; provided that in no case shall such advance rates be greater than 100%, (ix) other than with respect to any FILO Tranche, the borrowing and repayment (other than in connection with a required permanent repayment and termination of commitments on the Maturity Date of earlier maturing Commitments and Loans) of Loans with respect to any Commitments (including all Additional Commitments) shall be made on a pro rata basis with all other outstanding Commitments (including all Additional Commitments) and (x) the applicable margin for other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Additional Loans that bear interest based on Revolving Credit Amendment, shall otherwise be reasonably satisfactory to the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredParent Borrower.

Ranking and Other Provisions. The Additional Incremental Loans (i) shall rank pari passu or (in the case of Incremental Term Loans) junior in right of payment and in respect of lien priority as to the Collateral with the outstanding LoansObligations in respect of the Revolving Credit Commitments, (ii) in the case of Incremental Term Loans, shall not have a weighted average life that is shorter than the weighted average life of the outstanding LoansRevolving Credit Termination Date, (iii) in the case of Incremental Term Loans, shall not mature earlier than the Maturity Date (but such Additional Loans may have nominal amortization prior to such date)Revolving Credit Termination Date, and (iv) with respect to any Incremental Revolving Credit Loans, except as otherwise set forth in this Section 3.2, shall be on terms and pursuant to documentation identical as, and treated substantially the same as, the Revolving Credit Loans and (v) with respect to any Incremental Term Loans and except as set forth abovein this Section 3.2, the terms and documentation thereof, to the extent not consistent with those of the Revolving Credit Loans, shall be treated substantially reasonably satisfactory to the same as (Administrative Agent. The Applicable Margin relating to any Incremental Term Loans shall be agreed between the Company and in any event no more favorably than) the outstanding Loans; applicable Incremental Lenders, provided that if the Applicable Rate initial yield on the Incremental Term Loans (whichas determined by the Administrative Agent as set forth below) exceeds, for by more than 50 basis points (the amount by which such purposes onlyexcess amount exceeds 50 basis points being herein referred to as the “Yield Differential”), shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate Margin then in effect for the Revolving Credit Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Revolving Credit Loans and taking into account but shall exclude any Base Rate customary arrangement or Eurodollar Rate floor) relating commitment fees payable to the Joint Lead Arrangers (or any of their respective affiliates) in connection with the Revolving Credit Facility), then the Applicable Margin then in effect for outstanding Revolving Credit Loans immediately prior to shall automatically be increased by the effectiveness Yield Differential, effective as of the applicable Additional Incremental Facility Amendment by more than 0.50%Closing Date. For purposes of the immediately preceding sentence, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans Incremental Term Loan shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin Applicable Margin for the Additional Incremental Term Loans that bear interest based on the Eurodollar Rate LIBOR rate and (y) if the Additional Incremental Term Loans are originally advanced at a discount or the Incremental Lenders making the same receive a fee directly or indirectly from the Company or any company of its Subsidiaries for doing so (the amount of such discount or fee, expressed as a percentage of the Additional LoansIncremental Term Loan Tranche, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans Incremental Loan Term Loan Tranche and (B) four; provided, further, that the terms ). The proceeds of any Incremental Term Loans will be used only to finance Permitted Acquisitions and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower Permitted Foreign Acquisitions permitted under Section 9.7(k) and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredCapital Expenditures.

Ranking and Other Provisions. The Additional Loans Each Incremental Term Loan or Incremental Revolving Tranche (i) shall rank pari passu or junior in right of payment and in security with respect to each of lien priority as to the Collateral with Committed (USD) Facility, the outstanding LoansCommitted (MC) Facility and the Term Loan Facility, (ii) in the case of an Incremental Term Loan, shall not have a weighted average life that is to maturity shorter than the remaining weighted average life to maturity of the outstanding latest maturing Term Loans and shall require any mandatory prepayments thereof to be made on a pro rata basis (or less than pro rata basis) with all then existing Term Loans, (iii) shall not mature earlier than the latest Maturity Date Date, (but iv) shall not contain additional or different covenants or financial covenants that are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Incremental Increase unless either such covenants benefit all of the Lenders or are otherwise consented to by the Required Lenders and, in the case of any Incremental Revolving Tranche, the Required (USD) Lenders (such date), consent not to be unreasonably withheld or delayed) and (ivv) except as set forth aboveherein, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for have such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans (including pricing, rate floors, discounts, fees, premiums, call protection and prepayment provisions) as may provide for any additional or different financial or other covenants or other provisions that are be agreed upon between by the Borrower and the relevant Additional applicable Incremental Lenders. Each Incremental Committed (USD) Facility Increase shall have the same terms (including maturity and pricing) as the Committed (USD) Facility; provided that any upfront fees payable by the Borrowers to the Incremental Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredwith respect to any Incremental Committed (USD) Facility Increase may differ from those paid with respect to any existing USD Commitments.

Ranking and Other Provisions. The Additional Loans Each Incremental Term Loan (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Revolving Facility, (and any Incremental Term Loan which is junior in respect right of lien priority as payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Collateral with the outstanding LoansAdministrative Agent), (ii) shall not have a weighted average life to maturity that is shorter longer than the remaining weighted average life to maturity of any then existing Term Loan, (iii) shall require any mandatory prepayments thereof to be made on a pro rata basis with all then existing Term Loans and shall otherwise contain terms as to prepayments and amortization that are reasonably acceptable to the outstanding LoansAdministrative Agent, (iii) shall not mature earlier than the Maturity Date for the Revolving Facility as in effect on the Increase Effective Date of such Incremental Term Loan, (but iv) shall not contain additional or different covenants or financial covenants which are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Incremental Increase unless either such covenants benefit all of the Lenders or are otherwise consented to such date), by the Required Lenders and (ivv) except as set forth aboveherein, shall have such terms (including pricing) as may be treated substantially agreed by the Borrowing Agent and the applicable Incremental Lenders. Each Incremental Revolving Facility Increase shall have the same terms (including maturity and pricing) as (and in any event no more favorably than) the outstanding LoansRevolving Facility; provided that if any upfront fees payable by the Applicable Rate (which, for such purposes only, shall be deemed Borrowers to include all upfront or similar fees or original issue discount payable to all the Incremental Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating with respect to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed Incremental Revolving Facility Increase may differ from those paid with respect to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredexisting Revolving Commitments.

Ranking and Other Provisions. The Additional Term Loans (i) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral security with the outstanding Term Loans, (ii) shall not have a weighted average life that is shorter than the weighted average life of the outstanding Loans, (iii) shall not mature earlier than the Maturity Term A Termination Date (in the case of Additional Term Loans of a type substantially similar to the Term A Loans (the “Additional Term A Loans”)) (but such Additional Term A Loans may have amortization prior to such date) or the Term B Termination Date (in the case of Additional Term Loans of a type substantially similar to the Term B Loans (the “Additional Term B Loans”)) (but such Additional Term B Loans may have nominal amortization prior to such date), ) and (iviii) except as set forth above, shall be treated substantially the same as the Term A Loans or the Term B Loans, as the case may be, provided that, (and in any event no more favorably thanx) the outstanding Loans; provided that terms and conditions of any Additional Term Loans may be materially different from those of the Term A Loans or the Term B Loans to the extent such differences are reasonably acceptable to the Administrative Agent and (y) if the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Term A Loans or the Additional Term B Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate flooras the case may be) relating to any Additional Term A Loan or any Additional Term B Loan, as the case may be, exceeds by more than 25 basis points the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Term A Loans and taking into account any Base Rate or Eurodollar Rate floorthe Term B Loans, as the case may be) relating to the outstanding Term A Loans (in the case of Additional Term A Loans) or the Term B Loans (in the case of Additional Term B Loans) immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%Term Loan Amendment, the Applicable Rate Margin relating to the outstanding Term A Loans (in the case of Additional Term A Loans) or Term B Loans (in the case of Additional Term B Loans), shall be adjusted to increased such that such Applicable Margin shall not be equal to lower than the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Term A Loans and taking into account any Base Rate or Eurodollar Rate floorAdditional Term B Loans, as the case may be) relating to such Additional Term A Loans minus 0.50%, provided that the initial yield on any or Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Term B Loans, being referred to herein as “Additional Loan OID”)the case may be, the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredmore than 25 basis points.

Ranking and Other Provisions. The Additional Term Loans (i) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral with the Senior Credit Obligations in respect of the Revolving Commitments and the outstanding Term Loans, (ii) shall not have a weighted average life that is shorter than the weighted average life of the outstanding Term Loans if such Additional Term Loans are not Term Loans, (iii) shall not mature earlier than the Maturity Date for the Term Facility if such Additional Term Loans are not Term Loans (but such Additional Term Loans may have nominal amortization prior to such date), and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Term Loans; , provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Term Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floorTerm Loans) relating to the outstanding Term Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floorTerm Loans) relating to such Additional Term Loans minus 0.50%% and, provided that the initial yield on any Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date in respect of the Facilities that are in effect at the time such Additional Loans are incurred.

Ranking and Other Provisions. The Additional Term Loans (i) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral with the Obligations in respect of the Revolving Credit Commitments and the outstanding Tranche B Term Loans, (ii) shall not have a weighted average life that is shorter than the weighted average life of the outstanding Tranche B Term Loans, (iii) shall not mature earlier than the Tranche B Term Loan Maturity Date (but such Additional Loans may have nominal amortization prior to such date), and (iv) except as set forth abovein this Agreement, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Tranche B Term Loans; , provided that that, if the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Term Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Term Loan exceeds the Applicable Rate Margin (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floorTranche B Term Loans) relating to the outstanding Tranche B Term Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%Amendment, the Applicable Rate Margin relating to the outstanding Tranche B Term Loans shall be adjusted to be equal to the Applicable Rate Margin for such Additional Term Loan (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans Term Loans) and taking into account any Base Rate or Eurodollar Rate floorif the prepayment fee (if any) relating required to such Additional Loans minus 0.50%, provided that the initial yield on be paid upon repayment of any Additional Term Loan exceeds the prepayment fee (if any) required to be paid upon repayment of the outstanding Tranche B Term Loans, the prepayment fee (if any) required to be paid upon repayment of the outstanding Tranche B Term Loans shall be determined by the Administrative Agent adjusted to be equal to the sum prepayment fee required to be paid upon repayment of (x) such Additional Term Loan, in each case effective as of the applicable margin for Additional Facility Closing Date. Unless otherwise agreed to by the Administrative Agent and the Additional Lenders, the Company shall repay the Additional Term Loans that bear interest based in consecutive quarterly installments on the Eurodollar Rate and (y) if last day of each fiscal quarter, commencing on the last day of the first fiscal quarter after the Additional Loans are originally advanced at a discount or Facility Closing Date, in equal amounts of 0.25% of the Lenders making the same receive a fee directly or indirectly from any company for doing so (the outstanding principal amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred Term Loans made to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided Company by the lesser of (A) the average life to maturity Additional Term Lenders. Any remaining principal amount of the Additional Term Loans will be due and (B) four; provided, further, that payable on the terms and conditions applicable to such maturity date of the Additional Term Loans. The proceeds of any Additional Term Loans may provide will be used only for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional purposes permitted for Tranche B Term Loans are incurredunder Section 2.3.

Ranking and Other Provisions. The Additional Term Loans (i) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral with the Obligations in respect of the Revolving Commitments and the outstanding Tranche B Term Loans, (ii) shall not have a weighted average life that is shorter than the weighted average life of the outstanding Tranche B Term Loans, (iii) shall not mature earlier than the Tranche B Term Loan Maturity Date (but such Additional Loans may have nominal amortization prior to such date), and (iv) except as set forth abovein this Agreement, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Tranche B Term Loans; , provided that that, without the consent of the Required Lenders, if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Term Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floorTranche B Term Loans) relating to the outstanding Tranche B Term Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Tranche B Term Loans shall be adjusted to be equal to the Applicable Rate for such Additional Term Loan (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans Term Loans) and taking into account any Base Rate or Eurodollar Rate floorif the prepayment fee (if any) relating required to such Additional Loans minus 0.50%, provided that the initial yield on be paid upon repayment of any Additional Term Loan exceeds the prepayment fee (if any) required to be paid upon repayment of the outstanding Tranche B Term Loans, the prepayment fee (if any) required to be paid upon repayment of the outstanding Tranche B Term Loans shall be determined by the Administrative Agent adjusted to be equal to the sum prepayment fee required to be paid upon repayment of (x) such Additional Term Loan. Unless otherwise agreed to by the applicable margin for Administrative Agent and the Additional Lenders, the Company shall repay the Additional Term Loans that bear interest based in consecutive quarterly installments on the Eurodollar Rate and (y) if last day of each fiscal quarter, commencing on the last day of the first fiscal quarter after the Additional Loans are originally advanced at a discount or Facility Closing Date, in equal amounts of 0.25% of the Lenders making the same receive a fee directly or indirectly from any company for doing so (the outstanding principal amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred Term Loans made to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided Company by the lesser of (A) the average life to maturity Additional Term Lenders. Any remaining principal amount of the Additional Term Loans will be due and (B) four; provided, further, that payable on the terms and conditions applicable to such maturity date of the Additional Term Loans. The proceeds of any Additional Term Loans may provide will be used only for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional purposes permitted for Tranche B Term Loans are incurredunder Section 2.3.

Ranking and Other Provisions. The Each Additional Loans Facility (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Committed (USD) Facility, the Committed (MC) Facility and the Term Loan Facility (and any Additional Facility which is junior in respect right of lien priority as payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Collateral with the outstanding LoansAdministrative Agent), (ii) in the case of an Additional Term Loan Tranche, shall not have a weighted average life and contain terms as to prepayments and amortization that is shorter than are reasonably acceptable to the weighted average life of the outstanding LoansAdministrative Agent, (iii) shall not mature earlier than the latest Maturity Date Date, (but iv) shall not contain additional or different covenants or financial covenants which are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Facility unless either such covenants benefit all of the Lenders or are otherwise consented to by the Required Lenders and, in the case of any Additional Revolving Tranche, the Required (USD) Lenders (such date), consent not to be unreasonably withheld or delayed) and (ivv) except as set forth aboveherein, shall have such terms (including pricing) as may be treated substantially agreed by the same as (Borrower and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating Facility; provided that with respect to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront Facility created on or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness second anniversary of the applicable Additional Facility Amendment by more than 0.50%Closing Date and ranking pari passu in right of payment and security with each of the Committed (USD) Facility, the Applicable Rate relating to Committed (MC) Facility and the outstanding Loans shall be adjusted to be equal to the Applicable Rate (whichTerm Loan Facility, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that if the initial yield on any the loans made under such Additional Loans shall be Facility (as determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for above the Additional Loans that bear interest based Eurocurrency Rate on the Eurodollar Rate and such loans, (y) if the Additional Loans such loans are originally advanced initially made at a discount or the Lenders Lender making the same receive a receives an upfront fee (other than any customary arrangement or similar fees that are paid to the arranger of such loans in its capacity as such) directly or indirectly from the Company or any company for doing so of its Subsidiaries (the amount of such discount or of fee, expressed as a percentage of the Additional Loanssuch loans, being referred to herein as “Additional Loan Incremental OID”), the amount of such Additional Loan Incremental OID divided by the lesser of (A) the average life to maturity of the Additional Loans such loans and (B) four; provided, further, that and (z) the terms and conditions greater of (A) any amount by which the minimum Eurocurrency Rate applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between loans exceeds the Borrower minimum Eurocurrency Rate then applicable to the Commitments under the Committed (USD) Facility, the Committed (MC) Facility and the relevant Additional Lenders Term Loan Facility, and that are (B) any amount by which the minimum Base Rate applicable only during periods after to such loans exceeds the latest Maturity Date that are minimum Base Rate applicable to the Commitments under the Committed (USD) Facility, the Committed (MC) Facility and the Term Loan Facility) exceeds the sum of (1) the Applicable Rate then in effect at for Eurocurrency Rate Loans and (2) the time upfront fees with respect to the Commitments paid on the Closing Date divided by four, by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Incremental Yield Differential”), then the Applicable Rate then in effect for each of the Committed (USD) Facility and the Committed (MC) Facility shall automatically be increased by the Incremental Yield Differential, effective upon the creation of such Additional Loans are incurredFacility.

Ranking and Other Provisions. The Each Additional Loans Facility (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Committed (USD) Facility and the Committed (MC) Facility (and any Additional Facility which is junior in respect right of lien priority as payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Collateral with the outstanding LoansAdministrative Agent), (ii) in the case of an Additional Term Loan Tranche, shall not have a weighted average life and contain terms as to prepayments and amortization that is shorter than are reasonably acceptable to the weighted average life of the outstanding LoansAdministrative Agent, (iii) shall not mature earlier than the Maturity Date Date, (but iv) shall not contain additional or different covenants or financial covenants which are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Facility unless either such covenants benefit all of the Lenders or are otherwise consented to by the Required Lenders and, in the case of any Additional Revolving Tranche, the Required (USD) Lenders (such date), consent not to be unreasonably withheld or delayed) and (ivv) except as set forth aboveherein, shall have such terms (including pricing) as may be treated substantially agreed by the same as (Borrower and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating Facility; provided that with respect to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans Facility ranking pari passu in right of payment and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness security with each of the applicable Additional Committed (USD) Facility Amendment by more than 0.50%and the Committed (MC) Facility, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that if the initial yield on any the loans made under such Additional Loans shall be Facility (as determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for above the Additional Loans that bear interest based Eurocurrency Rate on the Eurodollar Rate and such loans, (y) if the Additional Loans such loans are originally advanced initially made at a discount or the Lenders Lender making the same receive a receives an upfront fee (other than any customary arrangement or similar fees that are paid to the arranger of such loans in its capacity as such) directly or indirectly from the Company or any company for doing so of its Subsidiaries (the amount of such discount or of fee, expressed as a percentage of the Additional Loanssuch loans, being referred to herein as “Additional Loan Incremental OID”), the amount of such Additional Loan Incremental OID divided by the lesser of (A) the average life to maturity of the Additional Loans such loans and (B) four; provided, further, that and (z) the terms and conditions greater of (A) any amount by which the minimum Eurocurrency Rate applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between loans 50 57410581_7 exceeds the Borrower minimum Eurocurrency Rate then applicable to the Commitments under the Committed (USD) Facility and the relevant Additional Lenders Committed (MC) Facility, and that are (B) any amount by which the minimum Base Rate applicable only during periods after to such loans exceeds the latest Maturity Date that are minimum Base Rate applicable to the Commitments under the Committed (USD) Facility and the Committed (MC) Facility) exceeds the sum of (1) the Applicable Rate then in effect at for Eurocurrency Loans and (2) the time upfront fees with respect to the Commitments paid on the Amendment No. 2 Effective Date divided by four, by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Incremental Yield Differential”), then the Applicable Rate then in effect for each of the Committed (USD) Facility and the Committed (MC) Facility shall automatically be increased by the Incremental Yield Differential, effective upon the creation of such Additional Loans are incurredFacility.

Ranking and Other Provisions. The Additional Incremental Loans (i) shall rank pari passu or (in the case of Incremental Term Loans) junior in right of payment and in respect of lien priority as to the Collateral with the outstanding LoansObligations in respect of the Revolving Credit Commitments, (ii) in the case of Incremental Term Loans, shall not have a weighted average life that is shorter than the weighted average life of the outstanding LoansRevolving Credit Termination Date, (iii) in the case of Incremental Term Loans, shall not mature earlier than the Maturity Date (but such Additional Loans may have nominal amortization prior to such date)Revolving Credit Termination Date, and (iv) with respect to any Incremental Revolving Credit Loans, except as otherwise set forth in this Section 3.2, shall be on terms and pursuant to documentation identical as, and treated substantially the same as, the Revolving Credit Loans and (v) with respect to any Incremental Term Loans and except as set forth abovein this Section 3.2, the terms and documentation thereof, to the extent not consistent with those of the Revolving Credit Loans, shall be treated substantially reasonably satisfactory to the same as (Administrative Agent. The Applicable Margin relating to any Incremental Term Loans shall be agreed between the Company and in any event no more favorably than) the outstanding Loans; applicable Incremental Lenders, provided that if the Applicable Rate initial yield on the Incremental Term Loans (which, for as determined by the Administrative Agent as set forth below) exceeds (the amount of such purposes only, shall be deemed excess being herein referred to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate flooras the “Yield Differential”) relating to any Additional Loan exceeds the Applicable Rate Margin then in effect for the Revolving Credit Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Revolving Credit Loans and taking into account but shall exclude any Base Rate customary arrangement or Eurodollar Rate floor) relating commitment fees payable to the Joint Lead Arrangers (or any of their respective affiliates) in connection with the Revolving Credit Facility), then the Applicable Margin then in effect for outstanding Revolving Credit Loans immediately prior to shall automatically be increased by the effectiveness Yield Differential, effective as of the applicable Additional Incremental Facility Amendment by more than 0.50%Closing Date. For purposes of the immediately preceding sentence, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans Incremental Term Loan shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin Applicable Margin for the Additional Incremental Term Loans that bear interest based on the Eurodollar Rate LIBOR rate and (y) if the Additional Incremental Term Loans are originally advanced at a discount or the Incremental Lenders making the same receive a fee directly or indirectly from the Company or any company of its Subsidiaries for doing so (the amount of such discount or fee, expressed as a percentage of the Additional LoansIncremental Term Loan Tranche, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans Incremental Loan Term Loan Tranche and (B) four; provided). The proceeds of any Incremental Term Loans will be used only to finance Permitted Acquisitions, furtherPermitted Foreign Acquisitions and Capital Expenditures permitted under Sections 9.7(k) and 9.8 hereof, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredrespectively.

Ranking and Other Provisions. The Additional Incremental Loans (i) shall have the same guarantees as, and rank pari passu or (in the case of Incremental Term Loans) junior in right of payment and in respect of lien priority as to the Collateral with the outstanding LoansObligations in respect of the Revolving Credit Commitments, (ii) in the case of Incremental Term Loans, shall not have a weighted average life to maturity that is shorter than the weighted average life of the outstanding LoansTerm Loan Maturity Date, (iii) in the case of Incremental Term Loans, shall not mature earlier than the Term Loan Maturity Date (but such Additional Loans may have nominal amortization prior to such date)Date, and (iv) with respect to any Incremental Revolving Credit Loans, shall be on terms and pursuant to documentation identical as, and treated substantially the same as, the Revolving Credit Loans and (v) with respect to any Incremental Term Loans and except as set forth abovein this Section 3.2, the terms and documentation thereof, to the extent not consistent with those of the Term Loans, shall be treated substantially reasonably satisfactory to the same as (Administrative Agent. The Applicable Margin relating to any Incremental Loans shall be agreed between the Company and in any event no more favorably than) the outstanding Loans; applicable Incremental Lenders, provided that if the Applicable Rate initial yield on any Incremental Term Loans (whichas determined by the Administrative Agent as set forth below) exceeds, for by more than 50 basis points (the amount by which such purposes onlyexcess amount exceeds 50 basis points being herein referred to as the Yield Differential), shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate Margin then in effect for the Term Loans (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Term Loans) then the Applicable Margin then in effect for outstanding Term Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to shall automatically be increased by the outstanding Loans immediately prior to the effectiveness Yield Differential, effective as of the applicable Additional Incremental Facility Amendment by more than 0.50%Closing Date. For purposes of the immediately preceding sentence, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans Incremental Term Loan shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin Applicable Margin for the Additional Incremental Term Loans or Incremental Revolving Credit Loans that bear interest based on the Eurodollar Rate LIBOR rate and (y) if the Additional Incremental Term Loans are originally advanced at a discount or the Incremental Lenders making the same receive a fee directly or indirectly from the Company or any company of its Subsidiaries for doing so (the amount of such discount or fee, expressed as a percentage of the Additional LoansIncremental Term Loan Tranche, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans Incremental Term Loan Tranche and (B) four; provided, furtherwith no present value discount) and any customary arrangement or commitment fees payable to the Joint Lead Arrangers (or their affiliates) in connection with the Term Facility, that the terms and conditions applicable or to such Additional Loans may provide for any additional one or different financial more arrangers (or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredtheir affiliates) shall be excluded.

Ranking and Other Provisions. The Additional Loans Each Incremental Term Loan or Incremental Revolving Tranche (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Committed (USD) Facility, the Committed (MC) Facility and the Term Loan Facility (and any Incremental Term Loan or Incremental Revolving Tranche which is junior in respect right of lien priority as payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Collateral with the outstanding LoansAdministrative Agent), (ii) in the case of an Incremental Term Loan, shall not have a weighted average life that is to maturity shorter than the remaining weighted average life to maturity of the outstanding latest maturing Term Loans and shall require any mandatory prepayments thereof to be made on a pro rata basis (or less than pro rata basis) with all then existing Term Loans, (iii) shall not mature earlier than the latest Maturity Date Date, (but iv) shall not contain additional or different covenants or financial covenants that are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Incremental Increase unless either such covenants benefit all of the Lenders or are otherwise consented to by the Required Lenders and, in the case of any Incremental Revolving Tranche, the Required (USD) Lenders (such date), consent not to be unreasonably withheld or delayed) and (ivv) except as set forth aboveherein, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for have such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans (including pricing, rate floors, discounts, fees, premiums, call protection and prepayment provisions) as may provide for any additional or different financial or other covenants or other provisions that are be agreed upon between by the Borrower and the relevant Additional applicable Incremental Lenders. Each Incremental Committed (USD) Facility Increase shall have the same terms (including maturity and pricing) as the Committed (USD) Facility; provided that any upfront fees payable by the Borrowers 119889268 to the Incremental Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredwith respect to any Incremental Committed (USD) Facility Increase may differ from those paid with respect to any existing USD Commitments.

Ranking and Other Provisions. The Additional Loans Each Incremental Term Loan (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Revolving Facility, (and any Incremental Term Loan which is junior in respect right of lien priority as payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Collateral with the outstanding LoansAdministrative Agent), (ii) shall not have a weighted average life to maturity that is shorter longer than the remaining weighted average life to maturity of the outstanding Loansany then existing Term Loan, (iii) shall require any mandatory prepayments thereof to be made on a pro rata basis with all then existing Term Loans and shall otherwise contain terms as to prepayments and amortization that are reasonably acceptable to the Administrative Agent, (iv) shall not mature earlier than the Maturity Date for the Revolving Facility as in effect on the Increase Effective Date of such Incremental Term Loan, (but v) shall not contain additional or different covenants or financial covenants which are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Incremental Increase unless either such covenants benefit all of the Lenders or are otherwise consented to such date), by the Required Lenders and (ivvi) except as set forth aboveherein, shall have such terms (including pricing) as may be treated substantially agreed by the Borrowing Agent and the applicable Incremental Lenders. Each Incremental Revolving Facility Increase shall have the same terms (including maturity and pricing) as (and in any event no more favorably than) the outstanding LoansRevolving Facility; provided that if any upfront fees payable by the Applicable Rate (which, for such purposes only, shall be deemed Borrowers to include all upfront or similar fees or original issue discount payable to all the Incremental Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating with respect to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed Incremental Revolving Facility Increase may differ from those paid with respect to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that the initial yield on any Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional Loans are incurredexisting Revolving Commitments.

Ranking and Other Provisions. The additional Revolving Loans to any Borrower made pursuant to Additional Loans Commitments (the “Additional Loans”) may be effected by an Additional Revolving Credit Amendment (as defined below) as may be necessary and appropriate in the opinion of the Parent Borrower and the Administrative Agent to effect the provisions of this subsection 2.6; provided however, that (i) the Additional Loans shall rank have the same guarantees as, and be secured on a pari passu or junior basis in right of payment and in respect of lien priority as security by the same Collateral securing, the Revolving Loans to the Collateral with the outstanding Loanssuch Borrower, (ii) shall no amendment effecting an Additional Commitment may provide for (I) any Additional Commitment to be secured by any Collateral or other assets of any Loan Party that do not have also secure the Revolving Loans and (II) so long as any Revolving Loans (other than Additional Loans) are outstanding, any mandatory prepayment provisions that do not also apply to the Revolving Loans on a weighted average life that is shorter than the weighted average life pro rata basis while an Event of Default of the outstanding type described in subsection (9)(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event has occurred and is continuing or upon an acceleration of the Revolving Loans, (iii) the maturity date of such Additional Commitments shall not mature earlier than the Maturity Date (but such Additional Loans may have nominal amortization prior to such date)Date, and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating giving effect to such Additional Loans minus 0.50%Commitments, provided that the initial yield on any Parent Borrower shall be in compliance with subsection 8.1 as of the end of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to subsection 7.1, whether or not such covenant is otherwise then applicable to the Parent Borrower under such section at such time, (v) the interest rate margins applicable to the Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate Parent Borrower and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so extending Additional Commitments, (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of vi) such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans Revolving Credit Amendment may provide for the inclusion, as appropriate, of Lenders extending Additional Commitments in any required vote or action of the Required Lenders, the Supermajority Lenders or of the Lenders of each Facility hereunder and may provide class protection for any additional or different financial or other covenants or other credit facilities in a manner consistent with those provided the original Facilities pursuant to the provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are of subsection 11.1(a) as originally in effect at and (vii) the time such other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Additional Loans are incurredRevolving Credit Amendment, shall otherwise be reasonably satisfactory to the Parent Borrower.

Ranking and Other Provisions. The Each Additional Loans Facility (i) shall rank either pari passu or junior in right of payment and security with respect to each of the Committed (USD) Facility and the Committed (MC) Facility (and any Additional Facility which is junior in respect right of lien priority as payment and/or security shall have customary second lien, subordination, standstill and other provisions reasonably acceptable to the Collateral with the outstanding LoansAdministrative Agent), (ii) in the case of an Additional Term Loan Tranche, shall not have a weighted average life and contain terms as to prepayments and amortization that is shorter than are reasonably acceptable to the weighted average life of the outstanding LoansAdministrative Agent, (iii) shall not mature earlier than the Maturity Date Date, (but iv) shall not contain additional or different covenants or financial covenants which are more restrictive than the covenants in the Loan Documents at the time of the creation of such Additional Loans may have nominal amortization prior Facility unless either such covenants benefit all of the Lenders or are otherwise consented to by the Required Lenders and, in the case of any Additional Revolving Tranche, the Required (USD) Lenders (such date), consent not to be unreasonably withheld or delayed) and (ivv) except as set forth aboveherein, shall have such terms (including pricing) as may be treated substantially agreed by the same as (Borrower and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating Facility; provided that with respect to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans Facility ranking pari passu in right of payment and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness security with each of the applicable Additional Committed (USD) Facility Amendment by more than 0.50%and the Committed (MC) Facility, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to such Additional Loans minus 0.50%, provided that if the initial yield on any the loans made under such Additional Loans shall be Facility (as determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for above the Additional Loans that bear interest based Eurocurrency Rate on the Eurodollar Rate and such loans, (y) if the Additional Loans such loans are originally advanced initially made at a discount or the Lenders Lender making the same receive a receives an upfront fee (other than any customary arrangement or similar fees that are paid to the arranger of such loans in its capacity as such) directly or indirectly from the Company or any company for doing so of its Subsidiaries (the amount of such discount or of fee, expressed as a percentage of the Additional Loanssuch loans, being referred to herein as “Additional Loan Incremental OID”), the amount of such Additional Loan Incremental OID divided by the lesser of (A) the average life to maturity of the Additional Loans such loans and (B) four; provided, further, that and (z) the terms and conditions greater of (A) any amount by which the minimum Eurocurrency Rate applicable to such Additional Loans may provide for any additional or different financial or other covenants or other provisions that are agreed upon between loans exceeds the Borrower minimum Eurocurrency Rate then applicable to the Commitments under the Committed (USD) Facility and the relevant Additional Lenders Committed (MC) Facility, and that are (B) any amount by which the minimum Base Rate applicable only during periods after to such loans exceeds the latest Maturity Date that are minimum Base Rate applicable to the Commitments under the Committed (USD) Facility and the Committed (MC) Facility) exceeds the sum of (1) the Applicable Rate then in effect at for Eurocurrency Loans and (2) the time upfront fees with respect to the Commitments paid on the Amendment No. 1 Effective Date divided by four, by more than 50 basis points (the amount of such excess above 50 basis points being referred to herein as the “Incremental Yield Differential”), then the Applicable Rate then in effect for each of the Committed (USD) Facility and the Committed (MC) Facility shall automatically be increased by the Incremental Yield Differential, effective upon the creation of such Additional Loans are incurredFacility.

Ranking and Other Provisions. The Additional Term Loans (i) shall rank pari passu or junior in right of payment and in respect of lien priority as to the Collateral with the Obligations in respect of the Revolving Commitments and the outstanding Tranche B Term Loans, (ii) shall not have a weighted average life that is shorter than the weighted average life of the outstanding Tranche B Term Loans, (iii) shall not mature earlier than the Tranche B Term Loan Maturity Date (but such Additional Loans may have nominal amortization prior to such date), and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Tranche B Term Loans; , provided that that, without the consent of the Required Lenders, if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Term Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Term Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floorTranche B Term Loans) relating to the outstanding Tranche B Term Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Tranche B Term Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans Term Loans) and taking into account any Base Rate or Eurodollar Rate floor(D) relating if the prepayment fee (if any) required to such Additional Loans minus 0.50%, provided that the initial yield on be paid upon repayment of any Additional Term Loan exceeds the prepayment fee (if any) required to be paid upon repayment of the outstanding Tranche B Term Loans, the prepayment fee (if any) required to be paid upon repayment of the outstanding Tranche B Term Loans shall be determined by the Administrative Agent adjusted to be equal to the sum prepayment fee required to be paid upon repayment of (x) such Additional Term Loan. Unless otherwise agreed to by the applicable margin for Administrative Agent and the Additional Lenders, the Company shall repay the Additional Term Loans that bear interest based in consecutive quarterly installments on the Eurodollar Rate and (y) if last day of each fiscal quarter, commencing on the last day of the first fiscal quarter after the Additional Loans are originally advanced at a discount or Facility Closing Date, in equal amounts of 0.25% of the Lenders making the same receive a fee directly or indirectly from any company for doing so (the outstanding principal amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred Term Loans made to herein as “Additional Loan OID”), the amount of such Additional Loan OID divided Company by the lesser of (A) the average life to maturity Additional Term Lenders. Any remaining principal amount of the Additional Term Loans will be due and (B) four; provided, further, that payable on the terms and conditions applicable to such maturity date of the Additional Term Loans. The proceeds of any Additional Term Loans may provide will be used only for any additional or different financial or other covenants or other provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are in effect at the time such Additional purposes permitted for Tranche B Term Loans are incurredunder Section 2.3.

Ranking and Other Provisions. The additional Revolving Loans to any Borrower made pursuant to Additional Loans Commitments (the “Additional Loans”) may be effected by an Additional Revolving Credit Amendment (as defined below) as may be necessary and appropriate in the opinion of the Parent Borrower and the Administrative Agent to effect the provisions of this subsection 2.6; provided however, that (i) the Additional Loans shall rank have the same guarantees as, and be secured on a pari passu or junior basis in right of payment and in respect of lien priority as security by the same Collateral securing, the Revolving Loans to the Collateral with the outstanding Loanssuch Borrower, (ii) shall no amendment effecting an Additional Commitment may provide for (I) any Additional Commitment to be secured by any Collateral or other assets of any Loan Party that do not have also secure the Revolving Loans and (II) so long as any Revolving Loans (other than Additional Loans) are outstanding, any mandatory prepayment provisions that do not also apply to the Revolving Loans on a weighted average life that is shorter than the weighted average life pro rata basis while a Event of Default of the outstanding type described in subsection (9)(a) or (f) (with respect to the Parent Borrower) or a Liquidity Event has occurred and is continuing or upon an acceleration of the Revolving Loans, (iii) the maturity date of such Additional Commitments shall not mature earlier than the Maturity Date (but such Additional Loans may have nominal amortization prior to such date)Date, and (iv) except as set forth above, shall be treated substantially the same as (and in any event no more favorably than) the outstanding Loans; provided that if the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans, but not arranger fees, and taking into account any Base Rate or Eurodollar Rate floor) relating to any Additional Loan exceeds the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing the outstanding Loans and taking into account any Base Rate or Eurodollar Rate floor) relating to the outstanding Loans immediately prior to the effectiveness of the applicable Additional Facility Amendment by more than 0.50%, the Applicable Rate relating to the outstanding Loans shall be adjusted to be equal to the Applicable Rate (which, for such purposes only, shall be deemed to include all upfront or similar fees or original issue discount payable to all Lenders providing such Additional Loans and taking into account any Base Rate or Eurodollar Rate floor) relating giving effect to such Additional Loans minus 0.50%Commitments, provided that the initial yield on any Parent Borrower shall be in compliance with subsection 8.1 as of the end of the most recently ended four fiscal quarter period for which financial statements have been delivered pursuant to subsection 7.1, whether or not such covenant is otherwise then applicable to the Parent Borrower under such section at such time, (v) the interest rate margins applicable to the Additional Loans shall be determined by the Administrative Agent to be equal to the sum of (x) the applicable margin for the Additional Loans that bear interest based on the Eurodollar Rate Parent Borrower and (y) if the Additional Loans are originally advanced at a discount or the Lenders making the same receive a fee directly or indirectly from any company for doing so extending Additional Commitments, (the amount of such discount or fee, expressed as a percentage of the Additional Loans, being referred to herein as “Additional Loan OID”), the amount of vi) such Additional Loan OID divided by the lesser of (A) the average life to maturity of the Additional Loans and (B) four; provided, further, that the terms and conditions applicable to such Additional Loans Revolving Credit Amendment may provide for the inclusion, as appropriate, of Lenders extending Additional Commitments in any required vote or action of the Required Lenders, the Supermajority Lenders or of the Lenders of each Facility hereunder and may provide class protection for any additional or different financial or other covenants or other credit facilities in a manner consistent with those provided the original Facilities pursuant to the provisions that are agreed upon between the Borrower and the relevant Additional Lenders and that are applicable only during periods after the latest Maturity Date that are of subsection 11.1(a) as originally in effect at and (vii) the time such other terms and documentation in respect thereof, to the extent not consistent with this Agreement as in effect prior to giving effect to the Additional Loans are incurredRevolving Credit Amendment, shall otherwise be reasonably satisfactory to the Parent Borrower.