Common use of Required Terms Clause in Contracts

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments of any Class shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments and, to the extent not substantially identical to any Class of Term Loans existing on the Refinancing Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e)), shall be no more favorable to the Refinancing Lenders in respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date or (C) otherwise reasonably satisfactory to the Administrative Agent). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments Commitments, and, except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))Date, shall be no consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably determined by the Borrower and conclusively evidenced by a certificate of an Authorized Officer of the Borrower) to the Refinancing Lenders in respect of than those applicable to such Refinancing Term Loans than the comparable Class (taken as a whole) being refinanced (except for (1) covenants or other provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date or Date) of such Class being refinanced, (C2) otherwise reasonably satisfactory pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the Administrative Agentimmediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the contrary herein, if any such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other Loan or Commitment of such Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (II) the applicable Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Loans hereunder). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the the(d) Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date 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 permitted pursuant to clauses (1) –(7) of this clause (e)), shall be no more favorable to the Refinancing Lenders in respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions terms are (Aa) conformed (or added) in the Loan Credit Documents pursuant to the related Refinancing Amendment for the benefit of the all Lenders, (Bb) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Amendment Date or (Cc) otherwise current market terms for such type of Indebtedness (as determined in good faith by the Borrower)); provided that if such terms are more restrictive than the terms of any then-existing Term Loan Facility or Revolving Credit Facility, as the case may be, such more restrictive terms shall be conformed (or added) to the Credit Documents for the benefit of the then-existing Facilities. . In any event: the Refinancing Term Loans:(i) (I) (I) shall have the same or more junior rank in right of payment(A) with respect to the other Obligations as the applicable Refinanced Debt and (II) shall be secured solely by the Collateral and shall have the same or more junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement and/or a Junior Lien Intercreditor Agreement, as applicable (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement reasonably satisfactory to the Borrower and the Administrative Agent). In any event ) and (III) shall be guaranteed by the Guarantors; [Credit Agreement] as of the Refinancing Term Loans: Facility Closing Date, shall not have a final(B) scheduled maturity date earlier than the Maturity Date of the Refinanced Debt; (1I) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2a(C) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (3II) shall have interest rate provisions an amortization schedule as determined by the Borrower and the applicable Refinancing Lenders; shall have an all-in-yield (whether in the form of interest rate(D) margin, (4OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; shall have fees determined by the Borrower and the applicable applicable(E) Refinancing Term Loan arranger(s), (5) ; may participate on (I) a pro rata basis, less than pro rata basis or(F) greater than pro rata basis in any voluntary prepayments of Term Loans hereunder and (II) (x) in the case of Refinancing Term Loans that rank junior in right of payment or junior in right of security, in each case, with the Obligations under Term Loans that are senior in right of payment or secured on a first lien basis, shall participate on a less than pro rata basis in any mandatory prepayments of Term Loans hereunder and (y) in the case of Refinancing Term Loans that rank pari passu in right of payment and security with the Obligations under Term Loans that are secured on a first lien basis, may participate on a pro rata basis or less than pro rata basis (but not on a greater than pro rata basis) in any mandatory prepayments of such Term Loans hereunder; and shall not have a greater principal amount than the principal amount(G) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Incremental Term Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Term Loans; and the Refinancing Revolving Commitments and Refinancing(ii) Revolving Loans: (I) shall have the same or more junior rank in right of payment with(A) respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such applicable agreement, as agreed by the Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Borrower and the Administrative Agent), (II) shall be secured solely by the Collateral and shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt and (III) shall be guaranteed by the Guarantors; [Credit Agreement] shall not have a final scheduled maturity date or commitment(B) reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt; shall have an all-in-yield (whether in the form of interest rate(C) margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Revolving Lenders; shall have fees determined by the Borrower and the applicable(D) Refinancing Revolving Commitments arranger(s); shall provide that the borrowing and repayment (except for (1)(E) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayment made in connection with a permanent repayment and termination of commitments (in accordance with clause (F) below)) of Loans with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a greater than pro rata basis) in any voluntary prepayments with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, may provide that the permanent repayment of Term Revolving Credit(F) Loans hereunder with respect to, and termination or (y) reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis other than with respect to any termination of undrawn Revolving Credit Commitments or a permanent repayment of any Class of Revolving Credit Commitments (except for prepayments 1) with the proceeds of a Refinancing Facility or (2) that mature earlier than other outstanding Classes of Revolving Credit Commitments) with all other Revolving Credit Commitments, and shall not have a greater principal amount than the principal amount(G) of the Refinanced Debt plus accrued interest, fees, premiums (if any) and penalties payable by the terms of such tranche of Revolving Credit Loans and reasonable fees, expenses, OID and upfront fees associated with the incurrence of such Refinancing Revolving Commitments; Refinancing Amendment. Commitments in respect of Refinancing Term(e) Loans and Refinancing Revolving Commitments shall become additional Commitments pursuant to an amendment (a “Refinancing Amendment”) to this Agreement and, as appropriate, the other Credit Documents, executed by the Borrower, each Refinancing Lender providing such Commitments and the Administrative Agent. The Refinancing Amendment may, without the consent of any other Credit Party, Administrative Agent or Lender, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in 2.20, including any mandatory prepayments of Term amendments necessary to establish the Refinancing Loans hereunder,and/or [Credit Agreement]

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving 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 Representative and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Term Loans or Revolving Credit Commitments, as applicable, existing on the Refinancing Incremental Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))Date, shall be no more favorable reasonably satisfactory to Administrative Agent; provided that the Refinancing Lenders documentation governing any Incremental Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for the benefit of each Facility (provided, however, that if (x) the documentation governing any Incremental Loans that includes a Previously Absent Financial Maintenance Covenant consists of an Incremental Revolving Credit Commitment (whether or not the documentation therefor includes any other facilities) and (y) such Previously Absent Financial Maintenance Covenant is a “springing” financial maintenance covenant solely for the benefit of a Facility in respect of Revolving Credit Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility hereunder); provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Refinancing 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 and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Credit Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (C) otherwise reasonably satisfactory to the Administrative Agent)Date. In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility and (II) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as applicable) or (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 Term Loans existing on Lenders other than the Refinancing Facility Closing Date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (except provided that, at Borrower’s election, to the extent permitted pursuant to clauses any term or provision is added for the benefit of (1i) –(7) the Lenders of this clause (e))Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as applicable or (ii) the Lenders under Incremental Revolving 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 Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date 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 Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are intended to be “fungible” with any Class of 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans). In any event the Refinancing Term Loansevent: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,164

Required Terms. The terms, provisions and documentation of any Facility Increase or the Refinancing Term Additional Loans and Refinancing Term or Additional Commitments of any Class, as applicable, and the Loans of any Class shall provided in connection therewith, shall, except as otherwise set forth in this Section 2.11.5, be as agreed between the Borrower Borrowers and the applicable Refinancing existing Lenders or Additional Lenders providing such Refinancing Facility Increase, Additional Commitment or Additional Loan. The maturity date of any increase in the Commitments and, and Credit Facilities or issuance of any Additional Loans shall be no earlier than the applicable Original Maturity Date. Any Facility Increase with respect to the extent not substantially identical to any Class of Floor Plan Commitments, Mortgage Facility Commitments, Term Loans existing on the Refinancing Loan Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))Commitments, or Delayed Draw Facility Commitments, shall be no on the same respective terms applicable to the existing Floor Plan Facility, Mortgage Facility, Term Loan Facility, and Delayed Draw Facility, as applicable (other than with respect to upfront fees, original issue discount or similar fees, it being understood that, if required to consummate such Facility Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders and additional upfront or similar fees may be payable to the existing Lenders or Additional Lenders providing the Facility Increase). With respect to the Additional Loans of any Class (and not in respect connection with an increase to a then-existing tranche), the terms (other than pricing, fees, premiums and other economic terms, which shall be agreed between the Borrowers and the lenders of such Refinancing Additional Mortgage Loans or Additional Term Loans than Loans) shall be consistent with the comparable provisions of a Class of Mortgage Facility or the Term Loans existing on the Refinancing Facility Closing Date (exceptLoan Facility, in each caseas applicable, if except that any such terms may be different than those of the Mortgage Facility or the Term Loan Facility, as applicable, so long as (w) such terms are not materially more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant restrictive to the related Refinancing Amendment for Borrowers (as determined by the Borrower Representative in good faith), when taken as a whole than those of the Mortgage Facility or the Term Loan Facility, as applicable, (x) the Lenders under the Mortgage Facility or the Term Loan Facility, as applicable, also receive the benefit of the Lenderssuch more restrictive terms, (By) applicable such provisions apply only to periods after the Latest then-existing Maturity Date under the Mortgage Facility or the Term Loan Facility, as of the Refinancing Facility Closing Date applicable, or (Cz) such other terms are otherwise reasonably satisfactory to the Administrative Agent). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing 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 not materially more restrictive to the Borrower and its Restricted Subsidiaries (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 (except x) with respect to 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 or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, to the extent permitted pursuant to clauses (1) –(7) the terms of this clause (e))such Incremental Loans or Incremental Commitments contain a Previously Absent Financial Maintenance Covenant; provided that, shall be no more favorable notwithstanding anything to the Refinancing Lenders in respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date contrary contained herein, (except, in each case, i) if any such more favorable provisions are (A) conformed (or added) terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in the Loan Documents pursuant effect prior to the related Refinancing Amendment applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Lenders, Revolving Facility and (Bii) if any such terms of any Incremental Term Loans and Incremental Term Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable only to periods after the Latest Maturity Date as of the Refinancing Term Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Facility Closing Date or (C) otherwise 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 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 Term Loan Increase or Revolving Commitment 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 Term Loan Increase or Revolving Commitment Increase) to the applicable Term Loans or Revolving Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments Commitments, and, except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))Date, shall be no consistent with clauses (i) or (ii) below, as applicable, and otherwise shall be (taken as a whole) not materially more favorable (as reasonably determined by the Borrower and conclusively evidenced by a certificate of the Borrower) to the Refinancing Lenders in respect of than those applicable to such Refinancing Term Loans than the comparable Class (taken as a whole) being refinanced (except for (1) covenants or other provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date (as of the applicable Refinancing Facility Closing Date or Date) of such Class being refinanced, (C2) otherwise reasonably satisfactory pricing, fees, rate floors, optional prepayment, redemption terms and (3) subject to the Administrative Agentimmediately succeeding proviso, a Previously Absent Financial Maintenance Covenant); provided that, notwithstanding anything to the contrary herein, if any such terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, contain a Previously Absent Financial Maintenance Covenant, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each other Loan or Commitment of such Class (provided, however, that if (I) the applicable Refinanced Debt includes a revolving tranche and a Refinancing Revolving Commitment is to be provided (whether or not the documentation therefor includes any other facilities) and (II) the applicable Previously Absent Financial Maintenance Covenant is a financial maintenance covenant solely for the benefit of Revolving Loans thereunder, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Loans hereunder). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The termsAll policies provided for under this Article 7 must be from insurance companies which are rated at least B+:IX in the latest BEST'S INSURANCE GUIDE when admitted in California or, provisions and documentation of if not admitted in California, from companies rated at least A:X in the Refinancing Term Loans and Refinancing Term Commitments of any Class latest BEST'S INSURANCE GUIDE, or equivalent self-insurance that is acceptable to Landlord at its sole discretion. If BEST'S INSURANCE GUIDE shall be discontinued, then the parties shall establish comparable ratings from a similar, generally recognized standard regarding insurance companies. The liability insurance described in 7.1.1 above shall name Landlord as agreed between the Borrower an additional insured at no cost to Landlord. Such policies may not be canceled, amended or changed without thirty (30) days advance written notice to Landlord, and the applicable Refinancing Lenders providing such Refinancing Commitments and, coverage shall be unqualified as to the extent not substantially identical acceptance of liability for failure to notify; provided, however, if any Class insurance company of Term Loans existing on Tenant agrees only to "endeavor" to notify Landlord of cancellation or change in any insurance coverage required under Section 7.1, then it shall be the Refinancing Facility Closing Date responsibility of Tenant to notify Landlord within twenty (20) days prior to such cancellation or change of insurance coverage. All such policies shall be "occurrence-based" policies except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))that "claims-made" policies are generally acceptable under reasonable risk management practices for similar ground lease projects in Santa Clxxx Xounty, California. The foregoing insurance coverages shall be no more favorable to the Refinancing Lenders in respect primary; any insurance of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment Landlord shall be noncontributory and only for the benefit of the LendersLandlord. All deductibles and self-insured retentions shall be in amounts generally maintained by owners of similar projects in Santa Clxxx Xounty, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date or (C) otherwise reasonably satisfactory California. Prior to the Administrative Agent). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Commencement Date, Tenant shall not have a final scheduled maturity date earlier than deliver to Landlord original certificates of insurance evidencing the Maturity Date insurance coverages required under this Section 7.1 and otherwise containing the information required under Section 6.3.1 above. At least thirty (30) days prior to the expiration of such policies, Tenant shall furnish Landlord with evidence of renewal or binders showing no lapse in coverage and, as soon as practicable thereafter, certificates of renewal setting forth the Refinanced Debtinformation required under Section 6.3.1 above, (2) as of applicable. If Tenant fails to procure any insurance required by this Lease, or to deliver to Landlord such policies or certificates as required by this Lease, Landlord at its option may procure the Refinancing Facility Closing Datesame for Tenant's account, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but cost thereof shall not have a Weighted Average Life be paid to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined Landlord by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,Tenant upon demand.

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans, C2 Incremental Term Loans, or Closing Date Revolving Facility, as applicable, 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans, C2 Incremental Term Loans, or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans, C2 Incremental Term Loans, or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility and (II) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans or the C2 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable or C2 Incremental Term Loans, respectively) 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 Term Loans existing on Lenders other than the Refinancing Facility Closing Date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (except provided that, at Borrower’s election, to the extent permitted pursuant to clauses any term or provision is added for the benefit of (1i) –(7) the Lenders of this clause (e))Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans, the 20202022 Incremental Term Loans and/or the 2022C2 Incremental Term Loans, as applicable or (ii) the Lenders under Incremental Revolving 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 Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date 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 Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are intended to be “fungible” with any Class of 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans). In any event the Refinancing Term Loansevent: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,169

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Lead Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))Date, shall be no more favorable consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Refinancing Lenders in respect of such Refinancing Term Loans than the comparable Administrative Agent (except for covenants or other provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (Aa) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment Amendment, (x) in the case of any Class of Refinancing Term Loans and Refinancing Term Commitments, for the benefit of the LendersTerm Lenders and (y) in the case of any Class of Refinancing Revolving Credit Loans and Refinancing Revolving Credit Commitments, for the benefit of the Revolving Credit Lenders or (Bb) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date or (C) otherwise reasonably satisfactory to the Administrative AgentIncremental Amendment Date). In any event event: (i) the Refinancing Term Loans: (1A) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2B) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3C) shall have interest rate provisions an Applicable Margin and LIBO Rate or Base Rate floor (if any), and subject to clauses (e)(i)(A) and (e)(i)(B) above, amortization determined by the Borrower and the applicable Refinancing Term Lenders, (4D) shall have fees determined by the Lead Borrower and the applicable Refinancing Term Loan arranger(s), (5E) may participate on (xI) on a pro rata basis, less than pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder or and (yII) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv2.05(b)(iii)(x) and Section 2.10(b)(v)(A)(y)2.05(b)(v)(A)(y)) in any mandatory prepayments of Term Loans hereunder,; provided that, any such Refinancing Term Loans that are junior in right of payment or security with respect to the Term B Loans may only participate in any such mandatory prepayments on a junior basis to the Term B Loans and any then-existing Term Loans that are pari passu in right of payment and security with the Term B Loans, (F) shall not have a greater principal amount than the principal amount of the Refinanced Debt plus accrued but unpaid interest, fees, premiums (if any) and penalties thereon and reasonable fees, expenses, OID and upfront fees associated with the refinancing, and (G) (I) shall rank either pari passu or junior in right of payment with respect to the other Obligations as the applicable Refinanced Debt, (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have either a pari passu or junior rank in right of security with respect to the other Obligations as the applicable Refinanced Debt (and, to the extent subordinated in right of payment or security with respect to the other Obligations, subject to a Subordination Agreement, as applicable (or, alternatively, 105 terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other lien subordination and intercreditor arrangement satisfactory to the Lead Borrower and the Administrative Agent); and (ii) the Refinancing Revolving Credit Commitments and Refinancing Revolving Credit Loans: (A) (I) shall have the same or more junior rank in right of payment with respect to the other Obligations as the applicable Refinancing Revolving Credit Commitments (and, to the extent subordinated in right of payment with respect to the other Obligations, subject to a Subordination Agreement (or, alternatively, terms in the Refinancing Amendment substantially similar to those in such Subordination Agreement, as agreed by the Lead Borrower and Administrative Agent) or other subordination arrangement satisfactory to the Lead Borrower and the Administrative Agent), (II) no Person other than a Loan Party shall Guarantee or otherwise be obligor with respect to the applicable Refinanced Debt, (III) the obligations in respect thereof shall not be secured by any Lien on any asset other than the Collateral and (IV) shall have the same rank in right of security with respect to the other Obligations as the applicable Refinanced Debt, (B) (I) shall not have a final scheduled maturity date or commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Refinanced Debt and (II) shall not have any scheduled amortization or mandatory Commitment reductions prior to the maturity date of the Refinanced Debt, (C) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Credit Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Credit Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (E) below)) of Loans with respect to Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date shall be made on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Credit Commitments then existing on the Refinancing Facility Closing Date, (D) may be elected to be included as additional Participating Revolving Credit Commitments under the Refinancing Amendment, subject to the consent of the Swing Line Lender and each L/C Issuer, and on the Refinancing Facility Closing Date all Swing Line Loans and Letters of Credit shall be participated on a pro rata basis by all Participating Revolving Credit Lenders in accordance with their percentage of the Participating Revolving Credit Commitments existing after giving effect to such Refinancing Amendment, provided such election may be made conditional upon the termination of one or more other Participating Revolving Credit Commitments, (E) may provide that the permanent repayment of Revolving Credit Loans in connection with a permanent termination or reduction of Refinancing Revolving Credit Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis, less than pro rata basis or greater than pro rata basis with all other Revolving Credit Commitments, 106

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing DateReplacement Term Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing DateReplacement Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (except B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent permitted pursuant that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to clauses (1) –(7) the applicable Latest Maturity Date of this clause (e))the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing DateReplacement Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing DateReplacement Term Loans or (C) such terms, provisions and documentation are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (x) 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 or provision are provided, for the benefit of the Lenders of the Closing DateReplacement Term Loans or (y) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are to be “fungible” with the Closing DateReplacement 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to ensure that such Incremental Term Loans will be “fungible” with the Closing DateReplacement Term Loans). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Term B Loans or, Closing Date Revolving Facility or 2020 Extended Revolving Facility, as applicable, existing on the Refinancing 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Term B Loans or, Closing Date Revolving Facility or 2020 Extended Revolving Facility, as applicable, except with respect to (except x) 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 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 prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility 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, at Borrower’s election, to the extent permitted pursuant to clauses any term or provision is added for the benefit of (1x) –(7) the Lenders of this clause (e))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 Term B Loans or (y) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Closing Date Revolving Facility); provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date (provided that if such Incremental Term Loans are to be “fungible” with the Term B USD Loans or (CTerm B Euro 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to ensure that the Incremental Term Loans will be “fungible” with the Term B USD Loans or Term B Euro Loans, as applicable). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans, the 2022 Incremental Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility and (II) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans and/or the 20202022 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable) or (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 Term Loans existing on Lenders other than the Refinancing Facility Closing Date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (except provided that, at Borrower’s election, to the extent permitted pursuant to clauses any term or provision is added for the benefit of (1i) –(7) the Lenders of this clause (e))Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and/or, the 2020 Incremental Term Loans and/or the 2022 Incremental Term Loans, as applicable or (ii) the Lenders under Incremental Revolving 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 Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date 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 Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are intended to be “fungible” with any Class of 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the applicable existing Class of Term Loans). In any event the Refinancing Term Loansevent: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,163

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (b), with respect to (i) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans, the 2020 Incremental Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (ii) a Previously Absent Financial Maintenance Covenant (so long as, (I) to the extent that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility and (II) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as applicable) or (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 Term Loans existing on Lenders other than the Refinancing Facility Closing Date Priority Revolving Lenders under Section 10.01, the Administrative Agent) (except provided that, at Borrower’s election, to the extent permitted pursuant to clauses any term or provision is added for the benefit of (1i) –(7) the Lenders of this clause (e))Incremental Term Loans or Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent or any Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans and/or the 2020 Incremental Term Loans, as applicable or (ii) the Lenders under Incremental Revolving 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 Lender to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date 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 Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are intended to be “fungible” with the Closing Dateany Class of 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to provide that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Dateapplicable existing Class of Term Loans). In any event the Refinancing Term Loansevent: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,162

Required Terms. The terms, provisions and documentation of the Refinancing Term Loans and Refinancing Term Commitments or the Refinancing Revolving Loans and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Refinancing Lenders providing such Refinancing Commitments andCommitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Refinancing Facility Closing Date (except to the extent permitted pursuant to clauses (1) –(7) of this clause (e))Date, shall be no more favorable to the Refinancing Lenders in respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date consistent with clauses (excepti) and (ii) below, in each caseas applicable, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Facility Closing Date or (C) and otherwise reasonably satisfactory to the Administrative Agent). In any event event: (i) the Refinancing Term Loans: (1A) (I) shall rank pari passu in right of payment with the Obligations, (II) shall be secured by the Collateral and shall rank pari passu in right of security with the Obligations and (III) shall be guaranteed by the Guarantors; (B) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, ; (2C) (I) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, Debt and (3II) shall have interest rate provisions an amortization schedule as determined by the Borrower and the applicable Refinancing Lenders; (D) shall have an all-in-yield (whether in the form of interest rate margin, OID or otherwise) determined by the Borrower and the applicable Refinancing Term Lenders; (4E) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), ; (5F) may participate on (xI) on a pro rata basis, less than pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) basis in any voluntary prepayments of Term Loans hereunder or and (yII) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y)of any Class or Classes of Term Loans with a Maturity Date preceding the Maturity Date of the remaining Classes of Term Loans then outstanding or made with the proceeds of Refinancing Facilities)) in any mandatory prepayments of Term Loans hereunder,; and

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) be reasonably satisfactory to the Required Lenders or (B) be not materially more restrictive to the Borrower (as determined by the Borrower), 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 (except B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent permitted pursuant that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to clauses (1) –(7) the applicable Latest Maturity Date of this clause (e))the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility, the Closing Date Term Loan Facility and the Delayed Draw Term Loan Facility and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loan Facility, the Delayed Draw Term Loan Facility and the Closing Date Revolving Facility (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Incremental Term Loans or Incremental Revolving Loans, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under the Closing Date Term Loan Facility, the Delayed Draw Term Loan Facility and Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to ensure that such Incremental Term Loans will be (or will be deemed to be) “fungible” with the Closing Date Term Loans). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to the any Class of then outstanding Term Loans or Revolving Facility, as applicable, existing on the Refinancing Incremental Facility Closing Date 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the any then outstanding Term Loans or Revolving Facility, as applicable, except to the extent permitted pursuant necessary to clauses provide for (1x) –(7) of this clause (e)), shall be no more favorable covenants and other terms applicable to the Refinancing Lenders in respect of such Refinancing Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (except, in each case, if any such more favorable provisions are (A) conformed (or added) in the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods period after the Latest Maturity Date as in effect immediately prior to the incurrence of the Refinancing Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of such Indebtedness contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of each Facility; provided further, that if (x) such Indebtedness that includes a Previously Absent Financial Maintenance Covenant consists of a revolving credit facility (whether or not the documentation therefor includes any other facilities) and (y) the applicable Previously Absent Financial Maintenance Covenant is included only for the benefit of such revolving credit facility, the Previously Absent Financial Maintenance Covenant shall not be required to be included in this Agreement for the benefit of any Term Facility Closing Date hereunder or (C) otherwise 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 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. In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term B Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term B Loans or Closing Date Revolving Facility, as applicable, except with respect to (except x) 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 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 prior to the applicable Latest Maturity Date of the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility 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, at Borrower’s election, to the extent permitted pursuant to clauses any term or provision is added for the benefit of (1x) –(7) the Lenders of this clause (e))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 B Loans or (y) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Closing Date Revolving Facility); provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date (provided that if such Incremental Term Loans are to be “fungible” with the Closing DateTerm B USD Term Loans or (CClosing DateTerm B 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to ensure that the Incremental Term Loans will be “fungible” with the Closing DateTerm B USD Term Loans or Closing DateTerm B Euro Term Loans, as applicable). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower applicable Borrowers and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing Incremental Facility Closing Date, shall be not materially more restrictive to the Borrowers (as determined by the Lead Borrower in good faith), when taken as a whole, than the terms of the Closing Date (Term Loans or Closing Date Revolving Facility, as applicable, except to the extent permitted pursuant necessary to clauses provide for (1x) –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 or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, or (7y) subject to the immediately succeeding proviso, a Previously Absent Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such terms of this clause (e))such Incremental Term Loans and Incremental Term Commitments or Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, contain a Previously Absent Covenant that is in effect prior to the applicable Latest Maturity Date, such Previously Absent Covenant shall be no included for the benefit of each Facility; provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (C) otherwise reasonably satisfactory to the Administrative Agent)Date. In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving 145 Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing 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 not materially more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole, than the terms of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, except, in each case under this clause (except B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent permitted pursuant that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to clauses (1) –(7) the applicable Latest Maturity Date of this clause (e))the Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Revolving Facility and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Term Loans or (C) such terms, provisions and documentation are reasonably satisfactory to the Administrative Agent (provided that, at Borrower’s election, to the extent any term or provision is added for the benefit of (x) 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 or provision are provided, for the benefit of the Lenders of the Closing Date Term Loans or (y) the Lenders under Incremental Revolving Commitments, no consent shall be required from the Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders of the Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are to be “fungible” with the Closing Date Term Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to ensure that such Incremental Term Loans will be “fungible” with the Closing Date Term Loans). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event:

Required Terms. The terms, provisions and documentation of the Refinancing Incremental Term Loans and Refinancing Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Refinancing Incremental Lenders providing such Refinancing Commitments andIncremental Commitments, and except as otherwise set forth herein, to the extent not substantially identical to any Class of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, existing on the Refinancing Incremental Facility Closing Date, shall either, at the option of the Borrower, (A) be reasonably satisfactory to the Required Lenders or (B) be not materially more restrictive to the Borrower (as determined by the Borrower), 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 (except B), with respect to (x) covenants (including any Previously Absent Financial Maintenance Covenant) and other terms applicable to any period after the Latest Maturity Date of the Closing Date Term Loans or Closing Date Revolving Facility, as applicable, in effect immediately prior to the incurrence of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Commitments, as the case may be or (y) a Previously Absent Financial Maintenance Covenant (so long as, (i) to the extent permitted pursuant that any such terms of any Incremental Revolving Loans and Incremental Revolving Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to clauses (1) –(7) the applicable Latest Maturity Date of this clause (e))the Closing Date Revolving Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing Date Revolving Facility, the Closing Date Term Loans, First Amendment Term Loans, Third Amendment Term Loans and each Delayed Draw Term Loan Facility and (ii) to the extent that any such terms of any Incremental Term Loans contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Closing Date Term Loans, First Amendment Term Loans, Third Amendment Term Loans or any Delayed Draw Term Loans, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Closing 182 Date Term Loans, First Amendment Term Loans, Third Amendment Term Loans, each Delayed Draw Term Loan Facility and the Closing Date Revolving Facility (provided that, at Borrower’s election, to the extent any term or provision that is more restrictive to the Borrower and its Subsidiaries than the terms and provisions hereunder is added for the benefit of the Lenders of Incremental Term Loans or Incremental Revolving Loans, no consent shall be required from the Required Lenders to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Lenders under the Closing Date Term Loans, First Amendment Term Loans, Third Amendment Term Loans, each Delayed Draw Term Loan Facility and Closing Date Revolving Facility); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term Loan Increase or a Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any call protection provision may be made more favorable to the Refinancing applicable existing Lenders in respect of such Refinancing and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Term Loans than the comparable provisions of a Class of Term Loans existing on the Refinancing Facility Closing Date (exceptor Revolving Commitments being increased, in each case, if any such more favorable provisions are (A) conformed (or added) in as existing on the Loan Documents pursuant to the related Refinancing Amendment for the benefit of the Lenders, (B) applicable only to periods after the Latest Maturity Date as of the Refinancing Incremental Facility Closing Date or (Cprovided that, if such Incremental Term Loans are to be “fungible” with any other Class of 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) otherwise reasonably satisfactory to be agreed by Borrower and the Administrative AgentAgent to ensure that such Incremental Term Loans will be (or will be deemed to be) “fungible” with such other Class of Term Loans). In any event the Refinancing Term Loans: (1) as of the Refinancing Facility Closing Date, shall not have a final scheduled maturity date earlier than the Maturity Date of the Refinanced Debt, (2) as of the Refinancing Facility Closing Date, shall have amortization (subject to clause (e)(i)(A) above) determined by the Borrower and the applicable Refinancing Lenders but shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Refinanced Debt, (3) shall have interest rate provisions determined by the Borrower and the applicable Refinancing Lenders, (4) shall have fees determined by the Borrower and the applicable Refinancing Term Loan arranger(s), (5) may participate (x) on a pro rata basis or less than a pro rata basis (but not a greater than pro rata basis) in any voluntary prepayments of Term Loans hereunder or (y) on a pro rata basis or a less than pro rata basis (but not on a greater than pro rata basis (except for prepayments pursuant to Section 2.10(b)(iv) and Section 2.10(b)(v)(A)(y))) in any mandatory prepayments of Term Loans hereunder,event: