Common use of Required Terms Clause in Contracts

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Revolving Commitment Increases or Additional Revolving Commitments, as the case may be, of any Class shall be as agreed between Class, and of the Borrower Other Term Loans and the applicable Incremental Lenders providing such Incremental CommitmentsOther Notes, and except as otherwise set forth herein, shall be as agreed between the Lead Borrower and the applicable Incremental Lenders or Persons providing such Incremental Commitments, Other Term Loans or Other Notes, as applicable; provided that to the extent not consistent with the Term Loans, each existing on the terms of such Incremental Facility Closing Date (i) have covenants and events of default that Commitments are set forth in the good faith determination of the Borrower Loan Documents and are not materially less favorable otherwise (when taken as a whole) consistent with the Facilities (except to the Borrower extent permitted by this Section 2.14), the terms of such Incremental Commitments, Other Term Loans or Other Notes shall be reasonably satisfactory to the Administrative Agent (such approval not to be unreasonably withheld, delayed, denied or conditioned). In any event: (i) the Incremental Term Loans, Other Term Loans and Other Notes (except as otherwise specified below in this clause (i)): (A) (I)(x) shall rank pari passu or junior in right of payment with the Initial Term Loans and (y) other than with respect to Other Term Loans and Other Notes, shall rank pari passu or junior in right of security with the covenants Initial Term Loans and events of default Delayed Draw Term Loans; (II) shall not at any time be guaranteed by any Subsidiary other than a Loan Party (unless the Required Lenders have declined or otherwise permitted a guarantee from such other Person and except as otherwise permitted under this Agreement), and (III) are not secured by a Lien on any property or asset of the Loan Documents Parties that does not constitute Collateral (when taken unless the Required Lenders have declined or otherwise permitted a Lien on such Collateral and except as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of otherwise permitted under this clause (DAgreement), and if secured by a junior Lien, subject to an Intercreditor Agreement; (B) shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including not have a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after scheduled maturity date earlier than the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to of the extent any financial maintenance covenant is added for Initial Term Loans and Delayed Draw Term Loans outstanding at the benefit time of any incurrence of such Incremental CommitmentTerm Loans (or in the case of Other Term Loans and Other Notes at least 91 days thereafter) in each case, no consent shall be required from other than any customary bridge facility so long as the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:Indebtedness into which

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Credit Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with the Term LoansLoans or Revolving Credit Commitments, as applicable, each existing on the Incremental Facility Closing Date shall (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less more favorable (when taken as a whole) to the Borrower lenders providing the applicable Incremental Commitments than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five three (53) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (De), shall be conclusive unless the Administrative Agent notifies the Borrower within such five three (53) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility), and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Term Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Effective Date, shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. ; provided, that (i) the pricing, interest rate margins, discounts, premiums, rate floors, fees, amortization schedule and borrowing mechanics (including multi-draw mechanics) applicable to any Incremental Term Loans shall be determined by the Borrower and the Lenders thereunder; provided that if the All-In Yield applicable to such Incremental Term Loans shall be greater than the applicable All-In Yield payable pursuant to the terms of this Agreement as amended through the date of such calculation with respect to the Term B-2 Loans by more than 0.50% per annum (the amount of such excess, the “Yield Differential”), then the interest rate with respect to the Term B-2 Loans shall be increased by the applicable Yield Differential; (ii) the Incremental Term Loans may not (A) mature earlier than the Latest Maturity Date of any event:Term Loans outstanding at the time of incurrence of such Incremental Term Loans or (B) have a weighted average life to maturity shorter than the remaining weighted average life to maturity of any Term Loans outstanding at the time of incurrence of such Incremental Term Loans, (iii) the Incremental Term Loans may be unsecured (but shall count as secured for purposes of any calculation of any Increase Incurrence Test) or may be secured on a junior basis with respect to the Liens securing the Obligations subject to customary intercreditor arrangements reasonably satisfactory to the Administrative Agent; provided, further that the Borrower shall be permitted to classify any such Incremental Term Loans pursuant to this Section 2.16 as having been incurred under the Incremental Base Amount or under the Incremental Incurrence Test, as applicable, on the date of its incurrence or later reclassify all or a portion of such Incremental Term Loans in a similar manner; provided, further that for the avoidance of doubt, any Refinancing Term Loans incurred pursuant to this Agreement shall be separate from and in addition to such Term Loans so long as the Borrower is in compliance with the Increase Incurrence Test after giving pro forma effect to the incurrence of such Refinancing Debt.

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not consistent with the Term Loans, identical to (or constituting a part of) any Class of Loans each existing on the Incremental Refinancing Facility Closing Date Effective Date, shall be consistent with clauses (i) have covenants through (viii) below and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise (when x) substantially identical to such Class being refinanced or (y) (taken as a whole) no more favorable to the Borrower Refinancing Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Loans (other than Refinancing Loans), pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent (provided that, at the Borrower’s option, such provision shall automatically be deemed to have been restored (or eliminated, as applicable) to the extent the applicable Refinancing Loans are no longer outstanding) or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such Refinancing Commitments) or such terms and conditions shall be current market terms for such type of Refinancing Loans (as reasonably determined in good faith by the Borrower); provided that a certificate of the Borrower as a Responsible Officer delivered to the satisfaction of such requirement delivered Administrative Agent at least five (5) Business Days prior to the incurrence of such IndebtednessRefinancing Loans or Refinancing Commitments, together with a reasonably detailed description of the material terms and conditions of such Indebtedness resulting Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any eventThe Refinancing Loans:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term Loans, each Initial Loans existing on the Incremental Facility Closing Date (i) have covenants and events of default that in Date, shall either, at the good faith determination 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 are in good faith), (B) be not materially less favorable more restrictive to the Borrower (as determined by the Borrower in good faith), when taken as a whole) to the Borrower , than the terms of the Initial Loans, except with respect to covenants and events of default of other terms applicable to any period after the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days Latest Maturity Date in effect immediately prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness Incremental Loans or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this (C) if neither clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5A) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (yB) any are satisfied, such terms, provisions apply after the Latest Maturity Date or and documentation shall otherwise be reasonably satisfactory to the Administrative Agent (it being understood that that, at Borrower’s election, to the extent any financial maintenance covenant term or provision is added for the benefit of any such the Lenders of Incremental CommitmentLoans, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) term or provision is also added (or the features of such term are provided) for the benefit of the Lenders of the Initial Loans); provided, further, that in the case of a Loan Increase, the terms, provisions and documentation of such Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Loan Increase transaction, the interest rate margins and rate floors may be increased, any corresponding call protection provision may be made more favorable to the applicable existing FacilityLenders and additional upfront or similar fees may be payable to the lenders providing the Loan Increase) to the applicable Loans being increased, in each case, as existing on the Incremental Facility Closing Date (provided that if such Incremental Loans are to be “fungible” with the Initial Loans, notwithstanding any other conditions specified in this Section 2.14(5), the amortization schedule for such “fungible” Incremental Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and (ii) shall otherwise the Administrative Agent to ensure that the Incremental Loans will be reasonably satisfactory to Administrative Agent“fungible” with the Initial Loans). In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments, as the case may be, of any Class and any Loan Increase shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Closing Date Term Loans, each existing on the Incremental Facility Closing Date (i) have covenants and events of default that in Date, shall either, at the good faith determination 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 are in good faith), (B) be not materially less favorable 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, except in the case of clauses (A) and (B) to the Borrower than the extent necessary to provide for (x) covenants and events of default of other terms applicable to any period after the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days Latest Maturity Date in effect immediately prior to the incurrence of such Indebtednessthe Incremental Loans and Incremental Commitments, together with a reasonably detailed description of as the material terms and conditions of such Indebtedness or drafts of documentation relating theretocase may be, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D), shall be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) subject to the immediately succeeding proviso, a Previously Absent Financial Maintenance Covenant; provided that, notwithstanding anything to the contrary contained herein, if any such provisions apply after terms of any Incremental Loans and Incremental Commitments contain a Previously Absent Financial Maintenance Covenant that is in effect prior to the applicable Latest Maturity Date of the Term Loan Facility, such Previously Absent Financial Maintenance Covenant shall be included for the benefit of the Term Loan Facility or (C) if neither clause (A) or (B) are satisfied, such terms, provisions and documentation shall otherwise be reasonably satisfactory to the Administrative Agent Agent; provided, further, that in the case of a Term Loan Increase, the terms, provisions and documentation of such Term Loan Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that 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 extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall applicable existing Lenders and additional upfront or similar fees may be required from the Administrative Agent or any of the Lenders payable to the extent that such financial maintenance covenant (together with any related “equity cure” provisionslenders providing the Loan Increase) is also added for to the benefit of any corresponding applicable Term Loans being increased as existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agenton the Incremental Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and Incremental Term Commitments or the Incremental Revolving Loans and Incremental Revolving Credit Commitments, as the case may be, of any Class Class, including any Loan Increase, shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not consistent with identical to the Term A-1 Loans, each Term A-2 Loans, Term B Loans or Revolving Credit Commitments, as applicable, existing on the Incremental Facility Closing Date (i) have covenants and events of default that in the good faith determination of the Borrower are not materially less favorable (when taken as a whole) to the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)Date, shall be conclusive unless no more favorable to the Incremental Lenders or holders providing such Incremental Facility than those applicable to the Term A-1 Facility, Term A-2 Facility, Term B Facility, and/or Revolving Credit Facility, as applicable (except to the extent (1) such terms are conformed (or added) in this Agreement for the benefit of any remaining Term A-1 Facility, Term A-2 Facility, Term B Facility, and/or Revolving Credit Facility, as applicable, pursuant to an amendment to this Agreement subject solely to the reasonable satisfaction of the Administrative Agent notifies and the Borrower within such five (5) Business Day period that it disagrees with such determination (including a description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y2) any such provisions apply applicable solely to periods after the Latest Maturity Date of any remaining Term A-1 Facility, Term A-2 Facility, Term B Facility, and/or Revolving Credit Facility, as applicable, existing at the time of the incurrence of such Incremental Facility); provided that in the case of a Term A-1 Loan Increase, Term A-2 Loan Increase, Term B Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation of such Term A-1 Loan Increase, Term A-2 Loan Increase, Term B Loan Increase or a Revolving Commitment Increase shall otherwise be reasonably satisfactory identical (other than with respect to Administrative Agent (upfront fees, OID or similar fees, it being understood that 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 extent any financial maintenance covenant is added for lenders providing such Loan Increase) to the benefit of any such Incremental Commitmentterms, no consent shall be required from the Administrative Agent or any provisions and documentation of the Lenders to applicable Term A-1 Loans, Term A-2 Loans, Term B Loans or Revolving Credit Commitments being increased, in each case, as existing on the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agentapplicable Incremental Facility Closing Date. In any event:

Required Terms. The terms, provisions and documentation of the Incremental Term Refinancing Loans and Incremental Term Commitments, as the case may be, Refinancing Commitments of any Class shall be as agreed between the Borrower and the applicable Incremental Refinancing Lenders providing such Incremental Refinancing Commitments, and and, except as otherwise set forth herein, to the extent not consistent with the Term Loans, identical to (or constituting a part of) any Class of Loans each existing on the Incremental Refinancing Facility Closing Date Effective Date, shall be consistent with clauses (i) have covenants through (viii) below and events of default that in the good faith determination of the Borrower are not materially less favorable otherwise (when x) substantially identical to such Class being refinanced or (y) (taken as a whole) no more favorable to the Borrower Refinancing Lenders than the covenants and events of default of the Loan Documents those applicable to such Class (when taken as a whole) being refinanced (except for covenants or other provisions (a) conformed (or added) in the Loan Documents, for the benefit of the Lenders holding Loans (other than Refinancing Loans), pursuant to an amendment thereto subject solely to the reasonable satisfaction of the Administrative Agent (provided that, at the Borrower’s option, such provision shall automatically be deemed to have been restored (or eliminated, as applicable) to the extent the applicable Refinancing Loans are no longer outstanding) or (b) applicable only to periods after the Latest Maturity Date at the time of the issuance or incurrence of such Refinancing Commitments) or such terms and conditions shall be current market terms for such type of Refinancing Loans (as reasonably determined in good faith by the Borrower);provided that a certificate of the Borrower as a Responsible Officer delivered to the satisfaction of such requirement delivered Administrative Agent at least five (5) Business Days prior to the incurrence of such IndebtednessRefinancing Loans or Refinancing Commitments, together with a reasonably detailed description of the material terms and conditions of such Indebtedness resulting Debt or drafts of the documentation relating thereto, stating that the Borrower has determined in good faith that such terms and conditions satisfy the foregoing requirements of this clause (D)requirement, shall be conclusive evidence that such terms and conditions satisfy the foregoing requirement unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees with such determination (including a reasonable description of the basis upon which it disagrees)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any eventThe Refinancing Loans:

Required Terms. The terms, provisions and documentation of the Incremental Term Loans and 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 Incremental Lenders providing such Incremental CommitmentsLenders, and except as otherwise set forth herein, to the extent not consistent identical to the Initial Revolving Facility existing on the Incremental Facility Closing Date, shall either, at the option of the Borrower, (i) reflect market terms and conditions (taken as a whole) at the time of incurrence of such Indebtedness (as determined by the Borrower in good faith) or (ii) be not materially more favorable (when taken as a whole), as reasonably determined by the Borrower, to the Incremental Lenders providing such Incremental Facility than the terms and conditions of the Initial Revolving Facility, except, in each case under this clause (ii), with respect to (x) covenants and other terms only applicable to periods after the Revolving Maturity Date for the Initial Revolving Facility, or (y) covenants and other terms reasonably satisfactory to the Administrative Agents; provided that to the extent any covenant or term is added for the benefit of Incremental Lenders of an Incremental Revolving Facility, such covenant or term will be deemed satisfactory to the Revolving Administrative Agent to the extent that such term or provision is also added, or the features of such term or provision are provided, for the benefit of the Initial Revolving Facility; provided that in the case of a Term LoansLoan 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 (i) have covenants and events of default that provided that, if such Incremental Term Loans are to be “fungible” with any existing Term Loans, notwithstanding any other conditions specified in this Section 2.20(e), the good faith determination of the Borrower are not materially less favorable (when taken as a wholeamortization schedule for such “fungible” Incremental Term Loan may provide for amortization in such other percentage(s) to be agreed by Borrower and the Borrower than the covenants and events of default of the Loan Documents (when taken as a whole) (provided that a certificate of the Borrower as Term Administrative Agent to the satisfaction of such requirement delivered at least five (5) Business Days prior to the incurrence of such Indebtedness, together with a reasonably detailed description of the material terms and conditions of such Indebtedness or drafts of documentation relating thereto, stating that the Borrower has determined in good faith ensure that such terms and conditions satisfy the foregoing requirements of this clause (D), shall Incremental Term Loans will be conclusive unless the Administrative Agent notifies the Borrower within such five (5) Business Day period that it disagrees “fungible” with such determination (including a description of the basis upon which it disagreesexisting Term Loans)) unless (x) the Lenders of the Term Loans receive the benefit of such more restrictive terms or (y) any such provisions apply after the Latest Maturity Date or shall otherwise be reasonably satisfactory to Administrative Agent (it being understood that to the extent any financial maintenance covenant is added for the benefit of any such Incremental Commitment, no consent shall be required from the Administrative Agent or any of the Lenders to the extent that such financial maintenance covenant (together with any related “equity cure” provisions) is also added for the benefit of any corresponding existing Facility, and (ii) shall otherwise be reasonably satisfactory to Administrative Agent. In any event: