Common use of Required Terms Clause in Contracts

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be reasonably satisfactory materially more restrictive to the Borrowers (as determined by the Administrative Agent (Borrower in good faith), when taken as a whole, than the terms of the Term B Loans, except for covenants and other terms that apply solely applicable to any period after the Latest Maturity Date that is in effect on immediately prior to the effective date incurrence of such the Incremental AmendmentTerm Loans and Incremental Term Commitments or (y) be reasonably satisfactory to the Administrative Agent (it being understood that (I) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments need not be reasonably satisfactory to the Administrative Agent and (II) to the extent that any financial maintenance Previously Absent Financial Maintenance Covenant or other covenant is added for the benefit of (A) any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment Previously Absent Financial Maintenance Covenant or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance other covenant is also added for the benefit of the Revolving Credit Facility existing Term Loans); provided that then benefits from in the case of a financial maintenance covenant request to effect a Term Loan Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders) to the applicable Term Loans being increased as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely or other provisions (a) conformed (or added) in the Loan Documents pursuant to any period after the Latest Maturity Date that is in effect on the effective date of such related Incremental Amendment, (x) (it being understood that to in the extent case of any financial maintenance covenant is added for the benefit Class of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness Term Lenders and (y) in the case of such Incremental Amendment or (B) any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Lenders or (b) applicable only to periods after the effectiveness Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be reasonably satisfactory not materially more restrictive to Administrative Agent the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except in the case of clauses (A) and (B) to the extent necessary to provide for (x) covenants and other terms that apply solely applicable to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that immediately prior to the extent any financial maintenance covenant is added for incurrence of the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from Commitments or the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (i) if any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added included for the benefit of the Revolving Credit Facility and (ii) if any such terms of any Incremental Term Loans and Incremental Term Commitments contain a Previously Absent Financial Maintenance Covenant that then benefits from is in effect prior to the applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Loan Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a financial maintenance covenant Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Initial Term Loans or Revolving Credit Commitmentsexisting on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), shall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmentits capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Loan or Incremental Term CommitmentsCommitment, no consent shall be required from the Administrative Agent or any of the Lenders existing Lender to the extent that such financial maintenance covenant Previously Absent Financial Maintenance Covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (BA) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Term Loans or Revolving Credit Facility Commitments, as applicable, existing on the Incremental Tranche Closing Date (it being understood that then benefits from a financial maintenance covenant and Previously Absent Financial Maintenance Covenant that is remaining outstanding added solely for the benefit of any Incremental Revolving Commitments shall not be required to be added for the benefit of any Term Loans) or (B) only applicable after the effectiveness Maturity Date of any Term Loan or Revolving Commitment, as applicable, existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan Increase or Incremental Revolving Commitment, the terms, provisions and documentation of such Term Loan Increase or Incremental Amendment)Revolving Commitment shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Term Loans or Revolving Commitments being increased. In any event:,

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Initial Term Loans or Revolving Credit Commitmentsexisting on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), shall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmentits capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Loan or Incremental Term CommitmentsCommitment, no consent shall be required from the Administrative Agent or any of the Lenders existing Lender to the extent that such financial maintenance covenant Previously Absent Financial Maintenance Covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (BA) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility Term Loans existing on the Incremental Tranche Closing Date (it being understood that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness terms of any Incremental Term Loans shall not be more favorable to the Lenders in respect of such Incremental Amendment)Term Loans (including through the addition of a Previously Absent Financial Maintenance Covenant) unless such terms only apply after the termination of the Initial Term Facility or this Agreement is amended such that the Initial Term Lenders receive the benefit of more favorable terms) or (B) only applicable after the Maturity Date of any Term Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Term Loans being increased. In any event:,

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit CommitmentsCommitment Increases, as the case may be, of any Class shall be (A) as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if materially more favorable (taken as a whole) to Administrative Agent the Incremental Lenders , conformed (except for covenants and terms that apply solely or added) in the Credit Documents pursuant to any period after the Latest Maturity Date that is in effect on the effective date of such related Incremental Amendment, (x) (it being understood that to in the extent case of any financial maintenance covenant is added for the benefit Class of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness Term Lenders in respect of such Incremental Amendment or the Class being increased and (By) in the case of any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit CommitmentsCommitment Increase, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Lenders, (b) applicable only to periods after the effectiveness Latest Maturity Date as of the Incremental Facility Closing Date or (c) reasonably satisfactory to Administrative Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Lenders or lenders providing such Incremental Commitments, and except as otherwise set forth herein, applicable; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not consistent with repayment in full of the Initial Term Loans, unless accompanied by at least a ratable payment of the Initial Term Loans (provided that (x) any Refinancing Amendment, Extension Amendment or Revolving Credit Incremental Amendment may provide that the applicable Incremental Lenders or lenders providing such Incremental Commitments, as applicable, each existing on shall receive a less than ratable payment and (y) the Incremental Facility Closing Date, foregoing shall not be reasonably satisfactory construed to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date prohibit a prepayment of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit a given Class of (A) Incremental Term Loans and (without an accompanying prepayment of Initial Term Loans) in connection a Permitted Repricing Amendment for, or the incurrence of Replacement Term Loans to refinance, such Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental AmendmentLoans). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Credit Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Refinancing Closing Date, shall be consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably satisfactory determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to Administrative Agent the Refinancing Lenders than those applicable to such Class (taken as a whole) being refinanced (except for (1) covenants and terms that apply solely or other provisions applicable only to any period periods after the Latest Maturity Date that is in effect on (as of the effective date applicable Refinancing Closing Date) of such Incremental AmendmentClass being refinanced, (2) pricing, fees, rate floors, optional prepayment, redemption terms and (it being understood that 3) subject to the extent immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the contrary herein, if any financial maintenance covenant is added for such terms, provisions and documentation of the benefit of (A) Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, no consent as the case may be, contains a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added included for the benefit of each Facility remaining outstanding after the effectiveness other Loan or Commitment of such Incremental Amendment Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (BII) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such applicable Previously Absent Financial Maintenance Covenant is a financial maintenance covenant is also added solely for the benefit of Revolving Loans thereunder, the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the effectiveness benefit of such Incremental Amendmentany Term Loans hereunder). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans, Initial Term B-1 Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Loan Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Loan Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans or and/or Existing Revolving Credit CommitmentsFacility, as applicablein each case, each existing on the relevant Incremental Facility Closing Date, shall be reasonably satisfactory to the Administrative Agent (except for it being understood that covenants and terms other provisions that apply solely to any period are (x) only applicable after the Latest Maturity Date that is in effect on at the effective date time of such Incremental AmendmentFacility Closing Date or (y) (it being understood that not more restrictive to the extent any financial maintenance covenant is Borrower and its Restricted Subsidiaries, taken as a whole, than the terms of the existing Loans and Commitments in the Borrower’s good faith determination unless such more restrictive covenants and other provisions are added for the benefit of (A) Incremental Term Loans and Incremental Term Commitmentsall then-existing Lenders, no consent in each case, shall be required from as agreed between the Borrower and the applicable Incremental Lenders and need not be reasonably satisfactory to the Administrative Agent Agent); provided that in the case of a Term Loan Increase and/or a Revolving Credit Commitment Increase, the terms, provisions and documentation of such Term Loan Increase and/or Revolving Credit Commitment Increase, as applicable, shall be identical (other than with respect to upfront fees, original issue discount or any of the Lenders similar fees, to the extent that applicable, as long as any such financial maintenance covenant fees or original issue discount do not cause such increase to not be fungible for U.S. federal income tax purposes with the Class to which it is also added for added) to the benefit of each Term Facility remaining outstanding after Loan and/or the effectiveness of such Incremental Amendment or (B) Incremental Existing Revolving Credit Loans and Facility, in each case, being increased, as existing on the Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment)Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with (or more favorable, taken as a whole, to the Initial Parent Borrower and its Restricted Subsidiaries than) the Closing Date Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date with respect to the Closing Date Term Loans or Revolving Credit Commitments, as applicable, that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, to the extent not consistent with the Initial Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) be reasonably satisfactory to Administrative Agent the Required Lenders, (except for B) be not 164 materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms that apply solely applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect on prior to the effective date applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility, and (ii) to the extent that any such terms of any Incremental AmendmentTerm Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loan Facility and the Delayed Draw Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and Delayed Draw Term Loans or (C) contain such terms, provisions and documentation as are reasonably satisfactory to the Administrative Agent and the Specified Representative (or in the case of the Revolving Facility, solely to the extent that such terms, provisions and documentation with respect to the Revolving Facility would require consent of any Class of Lenders other than the Revolving Lenders under Section 10.01) (it being understood that provided that, at the Borrower’s election, to the extent any financial maintenance covenant term or provision is added for the benefit of (Ai) the Lenders of Incremental Term Loans and or Lenders under Incremental Term Revolving Commitments, no consent shall be required from the Administrative Agent or any of the Lenders Lender to the extent that such financial maintenance covenant term or provision is also added added, or the features of such term or provision are provided, for the benefit of each the Lenders of the Closing Date Term Loans and the Delayed Draw Term Loan Facility remaining outstanding after the effectiveness of such Incremental Amendment or (Bii) the Lenders under Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent and the Specified Representative unless the addition of such term or provision (or the provision of the features thereof) to the Revolving Facility would require the consent of any Class of Lenders other than the Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent and the Specified Representative shall be required or any of the Lenders Lender to the extent that such financial maintenance covenant term or provision is also added added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Credit Facility Facility); provided that then benefits from in the case of a financial maintenance covenant Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental AmendmentFacility Closing Date (provided that, if such Incremental Term Loans are intended to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial 146 maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Class, except as otherwise set forth herein, shall be as agreed between the Borrower and the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, applicable; provided that in no event will any Incremental Term Loans be permitted to be voluntarily or mandatorily prepaid prior to the extent not consistent with repayment in full of the Initial Term Loans, unless accompanied by at least a ratable payment of the Initial Term Loans (provided that (x) any Refinancing Amendment, Extension Amendment or Revolving Credit Incremental Amendment may provide that the applicable Incremental Term Lenders or lenders providing such Incremental Term Commitments, as applicable, each existing on shall receive a less than ratable payment and (y) the Incremental Facility Closing Date, foregoing shall not be reasonably satisfactory construed to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date prohibit a prepayment of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit a given Class of (A) Incremental Term Loans and (without an accompanying prepayment of Initial Term Loans) in connection a Permitted Repricing Amendment for, or the incurrence of Replacement Term Loans to refinance, such Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental AmendmentLoans). In any event:

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Loans or Incremental Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Initial Term Loans or Revolving Credit Commitmentsexisting on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of the Borrower), shall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, and otherwise shall be reasonably satisfactory to Administrative Agent the Majority Lenders (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is other than in effect on the effective date respect of such Incremental Amendment) (pricing, fees, interest, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Loan or Incremental Term CommitmentsCommitment, no consent shall be required from the Administrative Agent or any of the Lenders existing Lender to the extent that such financial maintenance covenant Previously Absent Financial Maintenance Covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (BA) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Loans existing on the Incremental Tranche Closing Date or (B) only applicable after the effectiveness Maturity Date of any Loan existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Loan Increase, the terms, provisions and documentation of such Incremental Amendment)Loan Increase shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Loans being increased. In any event:,

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Closing Date Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall either (A) be not materially more restrictive to the Borrower (as reasonably satisfactory determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except to Administrative Agent the extent necessary to provide for (except for x) covenants and other terms that apply solely applicable to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that immediately prior to the extent any financial maintenance covenant is added for incurrence of the benefit of (A) Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, no consent shall as the case may be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a Term Loan Increase or a Revolving Credit Loans Commitment Increase, the terms, provisions and Incremental documentation of such Term Loan Increase or a Revolving Credit Commitments, no consent Commitment Increase shall be identical 115 (other than with respect to upfront fees, OID or similar fees, it being understood that, if required from to consummate such Loan Increase transaction, the Administrative Agent or interest rate margins and rate floors may be increased, any of the Lenders call protection provision may be made more favorable to the extent that such financial maintenance covenant is also added for applicable existing Lenders and additional upfront or similar fees may be payable to the benefit of lenders providing the Loan Increase) to the applicable Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment)Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans Facility or Initial Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the Initial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood Agents; provided that to the extent any financial maintenance covenant or term is added for the benefit of (AI) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility Incremental Lenders of an Incremental Term Commitment, such covenant or term will be deemed satisfactory to the Term Administrative Agent to the extent that then benefits from a financial maintenance such term or covenant and is remaining outstanding after also added, or the effectiveness features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental AmendmentLenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent Agent. In any event: (except for covenants i) the Incremental Term Loans: (A) shall (x) rank pari passu in right of payment and terms that apply solely to any period after of security with and (y) have the same Guarantees as the Term Loans, (B) shall not mature earlier than the Latest Maturity Date that is in effect on of any Term Loans outstanding at the effective date time of incurrence of such Incremental Term Loans, (C) shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of any then-existing Term Loans, (D) shall have an Applicable Rate, and subject to clauses (e)(i)(B) and (e)(i)(C) above and clause (e)(iii) below, amortization determined by the Borrower and the applicable Incremental Lenders, and (E) the Incremental Term Loans may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any voluntary or mandatory prepayments of Term Loans hereunder, as specified in the applicable Incremental Amendment; (ii) [Reserved]; (it being understood that iii) the amortization schedule (subject to the extent clause (i)(C) above) applicable to any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and the All-In Yield applicable to the Incremental Term Commitments, no consent Loans of each Class shall be required from determined by the Administrative Agent or any of Borrower and the applicable new Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:set forth

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the applicable Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLender and, and except as otherwise set forth herein, to unless such terms, provisions and documentation (other than any terms and provisions which are applicable only after the extent not consistent with Latest Maturity Date of the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date) shall be either (x) substantially identical to the Loans existing on the Incremental Facility Closing Date or (y) no more favorable (taken as a whole) to the Lender than under the Loans existing on the Incremental Facility Closing Date and such terms, provisions and documentation shall be reasonably satisfactory to Administrative Agent the Lenders; provided that (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmenti) (it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant and the Loan Documents shall be automatically and without further action deemed modified on or prior to the Incremental Facility Closing Date to include such Previously Absent Financial Maintenance Covenant for the benefit of theif such Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Incremental Term Commitments, no consent the Initial Loans, it being understood that upon the amendment of the Loan Documents to include such Previously Absent Financial Maintenance Covenant, any subsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Financial Maintenance Covenant shall only be permitted in the manner detailed under Section 10.01 and (ii) Loan Increases of any Class shall be required from the Administrative Agent or any of the Lenders identical to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness then existing Loans of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment)Class. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit CommitmentsCommitment Increases, as the case may be, of any Class shall be (A) as agreed between the Borrower Representative and the applicable Incremental Lenders providing such Incremental Commitments, Commitments and except as otherwise set forth herein, (B) to the extent not consistent with the Initial any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory consistent with clauses (i) through (iii) below, as applicable, and otherwise (a) if more favorable to Administrative Agent the Incremental Lenders , conformed (except for covenants and terms that apply solely or added) in the Credit Documents pursuant to any period after the Latest Maturity Date that is in effect on the effective date of such related Incremental Amendment, (x) (it being understood that to in the extent case of any financial maintenance covenant is added for the benefit Class of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness Term Lenders and (y) in the case of such Incremental Amendment or (B) any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit CommitmentsCommitment Increase, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Facility that then benefits from Closing Date, (c) not include a financial maintenance covenant tighter than (or in addition to) the financial maintenance covenant contained in the Facilities at the time such Incremental Commitment is incurred or (d) reasonably satisfactory to Administrative Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and is remaining outstanding after documentation (other than the effectiveness Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLender and, and except as otherwise set forth herein, to unless such terms, provisions and documentation (other than any terms and provisions which are applicable only after the extent not consistent with Latest Maturity Date of the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date) shall be either (x) substantially identical to the Loans existing on the Incremental Facility Closing Date or (y) no more favorable (taken as a whole) to the Lender than under the Loans existing on the Incremental Facility Closing Date and such terms, provisions and documentation shall be reasonably satisfactory to Administrative Agent the Lenders; provided that (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmenti) (it being understood that to the extent any financial maintenance covenant is added for Previously Absent Financial Maintenance Covenant and the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent Loan Documents shall be required from the Administrative Agent automatically and without further action deemed modified on or any of the Lenders prior to the extent that Incremental Facility Closing Date to include such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added Previously Absent Financial Maintenance Covenant for the benefit of the Revolving Credit Facility Loans, it being understood that upon the amendment of the Loan Documents to include such Previously Absent Financial Maintenance Covenant, any subsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Financial Maintenance Covenant shall only be permitted in the manner detailed under Section 10.1 and (ii) Loan Increases of any Class shall be identical to the then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness existing Loans of such Incremental Amendment)Class. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely or other provisions (a) conformed (or 97 added) in the Loan Documents pursuant to any period after the Latest Maturity Date that is in effect on the effective date of such related Incremental Amendment, (x) (it being understood that to in the extent case of any financial maintenance covenant is added for the benefit Class of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness Term Lenders and (y) in the case of such Incremental Amendment or (B) any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Lenders or (b) applicable only to periods after the effectiveness Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:: (i) the Incremental Term Loans: (A) (I) shall rank pari passu or junior in right of payment with the Term B Loans and the Initial Revolving Credit Commitments and the Revolving Credit Loans thereunder, (II ) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Term Loans, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall rank pari passu or junior in right of security with the Term B Loans and Revolving Credit Loans (and subject to a Subordination Agreement (if subject to payment subordination) and/or a Second Lien Intercreditor Agreement (if subject to lien subordination) (or, alternatively, terms in the Incremental Amendment substantially similar to those in such applicable agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent), (B) as of the Incremental Amendment Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Term B Loans or any Extended Term Loans as to which the Term B Loans were the Existing Term Loan Tranche, (C) as of the Incremental Amendment Date, shall have a Weighted Average Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term B Loans or any Extended Term Loans as to which the Term B Loans were the Existing Term Loan Tranche, (D) shall have an Applicable Margin, and subject to clauses (e)(i)(B) and (e)(i)(C) above, amortization determined by the Lead Borrower and the applicable Incremental Term Lenders; provided the Applicable Margin and amortization for a Term Loan Increase shall be (x) the Applicable Margin and amortization for the Class being increased or (y) in the case of the Applicable Margin, higher than the Applicable Margin for the Class being increased as long as the Applicable Margin for the Class being increased shall be automatically increased as and to the extent necessary to eliminate such deficiency, (E) shall have fees determined by the Lead Borrower and the applicable Incremental Term Loan arranger(s), and (F) may participate on (I) a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis except for prepayments pursuant to Section 2.05(b)(iii)(x) and 2.05(b)(vi)(A)(y)) in any 98 mandatory prepayments of Term Loans hereunder; provided that any such Incremental Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans); (ii) the Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans: (A) (I) shall rank pari passu or junior in right of payment with the Term B Loans and the Initial Revolving Credit Commitments and the Revolving Credit Loans thereunder, (II ) no Person other than a Loan Party shall provide a Guarantee or otherwise be an obligor with respect to such Incremental Revolving Credit Commitments and Incremental Revolving Credit Loans, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall rank pari passu in right of security with the Term B Loans and Revolving Credit Loans available under the Initial Revolving Credit Commitments, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date with respect to the Initial Revolving Credit Commitments and (II) shall not have any scheduled amortization or mandatory commitment reduction prior to the Maturity Date with respect to the Initial Revolving Credit Commitments, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Incremental Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Incremental Revolving Credit Commitments and (3) repayment made in connection with a permanent repayment and the termination or reduction of commitments (in accordance with clause (E) below)) of Loans with respect to Incremental Revolving Credit Commitments after the associated Incremental Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Incremental Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Incremental Amendment (or in the case of any Revolving Commitment Increase to an existing Class of Participating Revolving Credit Commitments, shall be included), subject to (other than in the case of a Revolving Commitment Increase) the consent of the Swing Line Lender and each L/C Issuer, and on the Incremental Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Incremental Amendment, provided, such election may be made conditional upon the maturity of one or more other Participating Revolving Credit Commitments, provided, further, that in connection with such election the Swing Line Lender or the L/C Issuers may, in their sole discretion and with the consent of the Administrative Agent (not to be unreasonably withheld or delayed), agree in the applicable Incremental Amendment to increase the Swing Line Sublimit or the Letter of Credit Sublimit so long as such increase does not exceed the amount of the additional Participating Revolving Credit Commitments, 99

Required Terms. The terms, provisions and documentation of the Incremental Refinancing Term Loans and Incremental Refinancing Term Commitments or the Incremental Refinancing Revolving Credit Loans and Incremental Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Representative and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Refinancing Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise (a) if materially more favorable (when taken as whole) to the Refinancing Lenders (as reasonably satisfactory determined by the Borrower Representative), conformed (or added) in the Credit Documents pursuant to Administrative Agent the related Refinancing Amendment, (except x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for covenants the benefit of the Term Lenders and terms that apply solely to (y) in the case of any period after Class of Refinancing Revolving Loans and Refinancing Revolving Credit Commitments, for the Latest Maturity Date that is in effect on benefit of the effective date of such Incremental Amendment) Revolving Credit Lenders (it being understood that that, to the extent that any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term any such Refinancing Commitments, no consent shall be required from the by Administrative Agent or any of the existing Lenders to the extent that if such financial maintenance covenant is either (i) also added for the benefit of each any existing Facility remaining outstanding after the effectiveness issuance or incurrence of such Incremental Amendment Refinancing Commitments or (Bii) Incremental Revolving Credit Loans applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date), (b) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date or (c) such terms and Incremental Revolving Credit Commitments, no consent conditions shall be required from current market terms for such type of Refinancing Commitments (as reasonably determined in good faith by the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental AmendmentBorrower Representative). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Closing Date Term Loans or, Closing Date Revolving Facility or 2021 Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be reasonably satisfactory not materially more restrictive to Administrative Agent the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or, Closing Date Revolving Facility or 2021 Revolving Facility, as applicable, except in the case of clauses (A) and (B) to the extent necessary to provide for (x) covenants and other terms that apply solely applicable to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that immediately prior to the extent any financial maintenance covenant is added for incurrence of the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from Commitments or the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, (i) if any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added included for the benefit of the Revolving Credit Facility and (ii) if any such terms of any Incremental Term Loans and Incremental Term Commitments contain a Previously Absent Financial Maintenance Covenant that then benefits from is in effect prior to the applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Loan Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent; provided, further, that in the case of a financial maintenance covenant Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders 120 US-DOCS\122695800.10 providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (a) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (b) be reasonably satisfactory not materially more restrictive to Administrative Agent the Borrower (except for as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms that apply solely applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect on prior to the effective date applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility and (II) to the extent that any such terms of any Incremental AmendmentTerm Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans) or (c) contain such terms, provisions and documentation as are reasonably satisfactory to the Administrative Agent (or in the case of the Priority Revolving Facility, the Priority Revolving Agent and, solely to the extent that such terms, provisions and documentation with respect to the Priority Revolving Facility would require consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, the Administrative Agent) (it being understood that provided that, at Borrower’s election, to the extent any financial maintenance covenant term or provision is added for the benefit of (Ai) the Lenders of Incremental Term Loans and or Lenders under Incremental Term Revolving Commitments, no consent shall be required from the Administrative Agent or any of the Lenders Lender to the extent that such financial maintenance covenant term or provision is also added added, or the features of such term or provision are provided, for the benefit of each Facility remaining outstanding after the effectiveness Lenders of such Incremental Amendment the Closing Date Term Loans or (Bii) the Lenders under Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Priority Revolving Agent (or the Administrative Agent unless, in the case of the Administrative Agent, the addition of such term or provision (or the provision of the features thereof) to the Priority Revolving Facility would require the consent of any Class of Lenders other than the Priority Revolving Lenders under Section 10.01, in which case the consent of the Administrative Agent shall be required) or any of the Lenders Lender to the extent that such financial maintenance covenant term or provision is also added added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Credit Facility Facility); provided that then benefits from in the case of a financial maintenance covenant Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental AmendmentFacility Closing Date (provided that, if such Incremental Term Loans are intended to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments and, and except as otherwise set forth herein, unless such terms, provisions and documentation (other than any terms and provisions which are applicable only after the Latest Maturity Date of the Term Loans or Revolving Credit Commitments existing on the Incremental Facility Closing Date) shall be either (x) substantially identical to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing DateDate or (y) no more favorable (taken as a whole) to the Incremental Lenders than the Lenders under the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date and such terms, provisions and documentation shall be reasonably satisfactory to Administrative Agent Agent; provided that (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmenti) (it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from Commitments or the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall be given prompt written notice of such Previously Absent Financial Maintenance Covenant and the Loan Documents shall be automatically and without further action deemed modified on or any of the Lenders prior to the extent that Incremental Facility Closing Date to include such financial maintenance covenant is also added Previously Absent Financial Maintenance Covenant for the benefit of the Loans, it being understood that upon the amendment of the Loan Documents to include such Previously Absent Financial Maintenance Covenant, any subsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Financial Maintenance Covenant shall only be permitted in the manner detailed under Section 10.01 and (ii) Term Loan Increases and Revolving Commitment Increases of any Class shall be identical to the then existing Term Loans or Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness Commitments of such Incremental Amendment)Class, as applicable. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitmentsof any Class, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not (I) consistent with the terms applicable to the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory (II) not materially more restrictive to the Borrower and its Subsidiaries (as determined by the Borrower in consultation with the Administrative Agent Agent), when taken as whole, than the terms applicable to the Initial Term Loans existing on the Incremental Facility Closing Date (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is or other provisions are added for the benefit of (A) any Incremental Term Loans and or any Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is or other provisions are also added for the benefit of each applicable Facility remaining outstanding after the effectiveness of such Incremental Amendment or that has a final scheduled maturity date prior to the final scheduled maturity date of the Incremental Term Loans (B) determined on the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from Facility Closing Date)); provided that a certificate of a Responsible Officer delivered to the Administrative Agent or any prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the Lenders material terms and conditions of such Indebtedness or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the requirement of this clause (II) shall be conclusive evidence that such terms and conditions satisfy such requirements or (III) reasonably satisfactory to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment)Administrative Agent. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with (or more favorable, taken as a whole, to the Initial Parent Borrower and its Restricted Subsidiaries than) the Closing Date Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date with respect to the Closing Date Term Loans or Revolving Credit Commitments, as applicable, that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:event The Registrant has requested confidential treatment of this draft registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans Facility or Initial Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Term Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Term Maturity Date for the Initial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood Agents; provided that to the extent any financial maintenance covenant or term is added for the benefit of (AI) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility Incremental Lenders of an Incremental Term Commitment, such covenant or term will be deemed satisfactory to the Term Administrative Agent to the extent that then benefits from a financial maintenance such term or covenant and is remaining outstanding after also added, or the effectiveness features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental AmendmentLenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Xxxxxxxx and the Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except Agent; provided that with respect to Incremental Loans incurred within 18 months of the Closing Date, if the Effective Yield for covenants and terms that apply solely to any period after the Latest Maturity Date that is Eurocurrency Rate Loans in effect on the effective date respect of such Incremental Amendment) Loans exceeds the Effective Yield for Eurocurrency Rate Loans in respect of the Initial Loans by more than 0.50% (such difference, the “Term Yield Differential”), the Applicable Rate for Eurocurrency Rate Loans in respect of the Initial Loans shall be adjusted so that the Effective Yield in respect of the Initial Loans is equal to the Effective Yield for Eurocurrency Rate Loans in respect of the Incremental Loans minus 0.50%; provided, further that to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Incremental Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Eurocurrency Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Incremental Loans prior to any increase in the Applicable Rate applicable to such Loans then outstanding (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendmentcorresponding existing Facility). In any event:

Required Terms. The terms, provisions and documentation of the any Incremental Term Loans and Loan or any Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Commitment shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Loans or Incremental Term Commitments, and except as otherwise set forth herein, to the extent not substantially consistent with the Initial Term Loans or Revolving Credit Commitmentsexisting on the Incremental Tranche Closing Date (as determined by the Borrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower), shall be consistent with clauses (i) and (ii) below, as applicable, each existing on the Incremental Facility Closing Date, and otherwise shall be reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmentits capacity as such) (other than in respect of pricing, fees, rate floors, optional prepayment, redemption terms, amortization or maturity), it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Loan or Incremental Term CommitmentsCommitment, no consent shall be required from the Administrative Agent or any of the Lenders existing Lender to the extent that such financial maintenance covenant Previously Absent Financial Maintenance Covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (BA) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Term Loans or Revolving Credit Facility Commitments, as applicable, existing on the Incremental Tranche Closing Date (it being understood that then benefits from a financial maintenance covenant and Previously Absent Financial Maintenance Covenant that is remaining outstanding added solely for the benefit of any Incremental Revolving Commitments shall not be required to be added for the benefit of any Term Loans) or (B) only applicable after the effectiveness Maturity Date of any Term Loan or Revolving Commitment, as applicable, existing on the Incremental Tranche Closing Date. Notwithstanding the foregoing, in the case of a Term Loan Increase or Incremental Revolving Commitment, the terms, provisions and documentation of such Term Loan Increase or Incremental Amendment)Revolving Commitment shall be identical (other than with respect to underwriting, commitment or upfront fees, original issue discount or similar fees) to the applicable Term Loans or Revolving Commitments being increased. In any event:,

Required Terms. The terms, provisions and documentation of the the(d) Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise shall be reasonably satisfactory to the Administrative Agent (except to the extent such terms are (a) conformed (or added) in the Credit Documents pursuant to the related Incremental Amendment for covenants and terms that apply solely the benefit of all Lenders, (b) applicable only to any period periods after the Latest Maturity Date as of the Incremental Amendment Date or (c) current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that is (x) in effect on the effective date case of an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental AmendmentTerm Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to any then-existing Term Loan Facility or Revolving Credit Facility, as applicable, in each case, as existing on the Incremental Facility Closing Date (it being understood that after giving effect to Section 2.18(e)) and (y) if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added Documents for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment)then-existing Facilities. In any event:: [Credit Agreement]

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsCommitments and, and except as otherwise set forth herein, unless such terms, provisions and documentation (other than any terms and provisions which are applicable only after the Latest Maturity Date of the Term Loans or Revolving Credit Commitments existing on the Incremental Facility Closing Date) shall be either (x) substantially identical to the extent not consistent with the Initial Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing DateDate or (y) no more favorable (taken as a whole) to the Incremental Lenders than the Lenders under the Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date and such terms, provisions and documentation shall be reasonably satisfactory to Administrative Agent Agent; provided that (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendmenti) (it being understood that to the extent any financial maintenance covenant Previously Absent Financial Maintenance Covenant is added for the benefit of (A) any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from Commitments or the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent shall be given prompt written notice of such Previously Absent Financial Maintenance Covenant and the Loan Documents shall be automatically and without further action deemed modified on or any prior to the Incremental Facility Closing Date to include such Previously Absent Financial Maintenance Covenant for the benefit of the Lenders to the extent that Loans(x) if such financial maintenance covenant Previously Absent Financial Maintenance Covenant is also added for the benefit of any Incremental Term Loans and Incremental Term Commitments, the Initial Term Loans and the Revolving Credit Facility Loans and Revolving Credit Commitments or (y) if such Previously Absent Financial Maintenance Covenant is added for the benefit of any Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, the Revolving Credit Loans and Revolving Credit Commitments, it being understood in each case that upon the amendment of the Loan Documents to include such Previously Absent Financial Maintenance Covenant, any subsequent amendment, modification or waiver to the Loan Documents as it pertains to such Previously Absent Financial Maintenance Covenant shall only be permitted in the manner detailed under Section 10.01 and (ii) Term Loan Increases and Revolving Commitment Increases of any Class shall be identical to the then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness existingExisting Term Loans or Revolving Credit Commitments of such Incremental Amendment)Class, as applicable. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely or other provisions (a) conformed (or added) in the Loan Documents pursuant to any period after the Latest Maturity Date that is in effect on the effective date of such related Incremental Amendment, (x) (it being understood that to in the extent case of any financial maintenance covenant is added for the benefit Class of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness Term Lenders and (y) in the case of such Incremental Amendment or (B) any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Lenders or (b) applicable only to periods after the effectiveness Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent the terms of any Incremental Term Loans are not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, the terms of such Incremental Term Loans shall either, (x) not be reasonably satisfactory materially more restrictive to the Borrowers (as determined by the Administrative Agent (Borrower in good faith), when taken as a whole, than the terms of the Term B Loans and the 2021 Incremental Term Loans, except for covenants and other terms that apply solely applicable to any period after the Latest Maturity Date that is in effect on immediately prior to the effective date incurrence of such the Incremental AmendmentTerm Loans and Incremental Term Commitments or (y) be reasonably satisfactory to the Administrative Agent (it being understood that (I) covenants and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments need not be reasonably satisfactory to the Administrative Agent and (II) to the extent that any financial maintenance Previously Absent Financial Maintenance Covenant or other covenant is added for the benefit of (A) any Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment Previously Absent Financial Maintenance Covenant or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance other covenant is also added for the benefit of the Revolving Credit Facility existing Term Loans); provided that then benefits from in the case of a financial maintenance covenant request to effect a Term Loan Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees) (it being understood that, if necessary to consummate such Term Loan Increase which is intended to be fungible for U.S. federal income tax purposes, the interest rate margins and rate floors on the existing Class of Term Loans may be automatically increased and any call protection provision may be made more favorable to the applicable existing Lenders) to the applicable Term Loans being increased as existing on the Incremental Amendment)Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial Term Loans, Initial Term B-1 Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the 156 Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Closing Date Term Loans or Closing Date Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall 140 either, at the option of the Borrower, (A) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith), (B) be reasonably satisfactory not materially more restrictive to Administrative Agent the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except for with respect to (x) covenants and other terms that apply solely applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary herein, if any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect on prior to the effective date applicable Latest Maturity Date of the Revolving Facility, such Incremental AmendmentPreviously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall be reasonably satisfactory to the Administrative Agent (it being understood that that, at Borrower’s election, to the extent any financial maintenance covenant term or provision is added for the benefit of (Ax) the Lenders of Incremental Term Loans, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Closing Date Term Loans and or (y) the Lenders under Incremental Term Revolving Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant term or provision is also added for (or the benefit of each Facility remaining outstanding after the effectiveness features of such Incremental Amendment or (Bterm are provided) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Lenders of the Closing Date Revolving Credit Facility Facility); provided, further, that then benefits from in the case of a financial maintenance covenant Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and is remaining outstanding after the effectiveness documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental AmendmentFacility Closing Date (provided that if such Incremental Term Loans are to be “fungible” with the Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Administrative Agent to ensure that the Incremental Term Loans will be “fungible” with the Closing Date USD Term Loans or Closing Date Euro Term Loans, as applicable). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Loans, Incremental Revolving Credit Loans Loans, and Incremental Revolving Credit Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with more favorable to the Incremental Lenders holding Incremental Term Loans than the terms of the Initial Term Loans or Revolving Credit Commitments, as applicable, each and the Term Conversion Date Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date Incremental Facility Closing Date and with such modifications as may be necessary to accommodate the specific facts and circumstances of such Incremental Amendmentthe applicable Permitted Expansion) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) any Incremental Term Loans and Loans, any Incremental Term Revolving Credit Loans, or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is Term Loans remaining outstanding after the effectiveness of such Incremental Amendment) (it being understood that no Incremental Facility may require payments that are inconsistent with Section 2.16(i)). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Loans, Incremental Revolving Credit Loans Loans, and Incremental Revolving Credit Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with more favorable to the Incremental Lenders holding Incremental Term Loans than the terms of the Initial Term Loans or Revolving Credit Commitments, as applicable, each and the Term Conversion Date Term Loans existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date Incremental Facility Closing Date and with such modifications as may be necessary to accommodate the specific facts and circumstances of such Incremental Amendmentthe applicable Permitted Expansion) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) any Incremental Term Loans and Loans, any Incremental Term Revolving Credit Loans, or any Incremental Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is Term Loans remaining outstanding after the effectiveness of such Incremental Amendment) (it being understood that no Incremental Facility may require payments that are inconsistent with Section 2.16(i)). In any event:: (i) the Incremental Term Loans: (A) shall be unsecured or shall rank pari passu or junior in right of payment and of security (including with respect to the Permitted Expansion) with the Initial Term Loans and the Term Conversion Date Term Loans (and to the extent subordinated in right of payment or security, shall be subject to a Junior Lien Intercreditor Agreement or an alternate intercreditor and subordination arrangement reasonably satisfactory to the Administrative Agent and the Collateral Agent); provided that, in the case of any Incremental Term Loans that rank junior in right of security with the Initial Term Loans and the Term Conversion Date Term Loans, the Incremental Lenders providing such Incremental Term Loans shall not benefit from the same Debt Service Reserve Account as the Lenders who provided the Initial Term Loans and the Term Conversion Date Term Loans, 35 KE 73718588.20 US-DOCS\142539518.2141222994.8

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans or, Tranche A Revolving Credit Commitments or Tranche B Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent Agent; provided that in the case of a Term Loan Increase or a, a Tranche A Revolving Commitment Increase or a Tranche B Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a, Tranche A Revolving Commitment Increase or Tranche B Revolving Commitment Increase shall be identical (except for covenants and terms that apply solely other than with respect to any period after upfront fees, OID or similar fees) to the Latest Maturity Date that is applicable Term Loans or, Tranche A Revolving Credit Commitments or Tranche B Revolving Credit Commitments being increased, in effect each case, as existing on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment)Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Parent Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with (or more favorable, taken as a whole, to the Initial Parent Borrower and its Restricted Subsidiaries than) the Closing Date Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be reasonably satisfactory to Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date with respect to the Closing Date Term Loans or Revolving Credit Commitments, as applicable, that is in effect on the effective date of such Incremental Amendment) (it being understood that to the extent any financial maintenance covenant is added for the benefit of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding after the effectiveness of such Incremental Amendment). In any event:event Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Initial identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) through (iii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely or other provisions (a) conformed (or added) in the Loan Documents pursuant to any period after the Latest Maturity Date that is in effect on the effective date of such related Incremental Amendment, (x) (it being understood that to in the extent case of any financial maintenance covenant is added for the benefit Class of (A) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness Term Lenders and (y) in the case of such Incremental Amendment or (B) any Class of Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility that then benefits from a financial maintenance covenant and is remaining outstanding Lenders or (b) applicable only to periods after the effectiveness Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than, solely in the case of a Revolving Commitment Increase, with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Credit Commitments being increased, in each case, as existing on the Incremental Amendment)Facility Closing Date. In any event:: 106

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not consistent with identical to the Initial Term Loans Facility or Initial Revolving Credit CommitmentsFacility, as applicable, each existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial RevolvingTerm Facility or Initial Revolving Facility, as applicable, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the RevolvingTerm Maturity Date for the Initial Term Facility or the Revolving Maturity Date for the Initial Revolving Facility, as applicable, or (y) covenants and other terms reasonably satisfactory to the Administrative Agent (except for covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of such Incremental Amendment) (it being understood Agents; provided that to the extent any financial maintenance covenant or term is added for the benefit of (AI) Incremental Term Loans and Incremental Term Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of each Facility remaining outstanding after the effectiveness of such Incremental Amendment or (B) Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant is also added for the benefit of the Revolving Credit Facility Incremental Lenders of an Incremental Term Commitment, such covenant or term will be deemed satisfactory to the Term Administrative Agent to the extent that then benefits from a financial maintenance such term or covenant and is remaining outstanding after also added, or the effectiveness features of such term or provision are provided, for the benefit of the Initial Term Facility or (II) added for the benefit of Incremental AmendmentLenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the applicable existing Lenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date (provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Term Administrative Agent to ensure that such Incremental Term Loans will be “fungible” with such existing Term Loans). In any event: