Common use of Legend; Amendment of Debt Clause in Contracts

Legend; Amendment of Debt. (a) WCAS will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS shall not, without prior written consent of the Required Lenders, agree to any amendment, modification or supplement to the Subordinated Debt Documents, if the effect of such amendment, modification or supplement is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, (ii) increase the interest rate in respect of the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or Lenders; (iv) impose on Borrower any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to Borrower; (vi) xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCAS, which individually or in the aggregate would be materially adverse to Borrower or Lenders, provided, however, that WCAS shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modified. (c) Until the Senior Discharge Date, Lenders may take such action with respect to the Senior Debt as Lenders, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may not, without prior written consent of WCAS, agree to any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of the Senior Debt; or (iii) impose any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereof. No action or inaction will impair or otherwise affect Lenders’ rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required LendersSenior Agent, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, Senior Creditors; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, ; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Lendersthe Senior Creditors. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until At any time without notice to Subordinated Creditor, the Senior Discharge Date, Lenders Creditors may take such action with respect to the Senior Debt as Lendersthe Senior Creditors, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Lenders’ any Senior Creditor’s rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS shall not, without prior written consent of the Required Lenders, agree to any amendment, modification or supplement to the Subordinated Debt Documents, if the effect of such amendment, modification or supplement is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, (ii) increase the interest rate in respect of the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or Lenders; (iv) impose on Borrower any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to Borrower; (vi) xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCAS, which individually or in the aggregate would be materially adverse to Borrower or Lenders, provided, however, that WCAS shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modified. (c) Until the Senior Discharge Date, Lenders may take such action with respect to the Senior Debt as Lenders, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may not, without prior written consent of WCAS, agree to any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interestDebt; (ii) increase the interest rates applied to the unpaid principal balance of the Senior Debt; or (iii) impose any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereof. No action or inaction will impair or otherwise affect Lenders’ rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required Senior Lenders, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Senior Lenders, ; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx 15[xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, Debt][terminate or impair the subordination of any security interest or lien securing the Subordinated Debt in favor of Senior Lenders]; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Senior Lenders. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until the At any time without notice to Subordinated Creditor, Senior Discharge Date, Lenders may take such action with respect to the Senior Debt as Senior Lenders, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Senior Lenders’ rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required Senior Lenders, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Senior Lenders, ; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx 13[xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, Debt][terminate or impair the subordination of any security interest or lien securing the Subordinated Debt in favor of Senior Lenders]; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Senior Lenders. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until the At any time without notice to Subordinated Creditor, Senior Discharge Date, Lenders may take such action with respect to the Senior Debt as Senior Lenders, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Senior Lenders’ rights under this Agreement. For the further avoidance of doubt_____________________________ 13 Select one, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documentsas appropriate.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required Senior Lenders, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Senior Lenders, ; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx 11[xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, Debt][terminate or impair the subordination of any security interest or lien securing the Subordinated Debt in favor of Senior Lenders]; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Senior Lenders. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until the At any time without notice to Subordinated Creditor, Senior Discharge Date, Lenders may take such action with respect to the Senior Debt as Senior Lenders, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Senior Lenders’ rights under this Agreement. For the further avoidance of doubt11 Select one, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documentsas appropriate.

Legend; Amendment of Debt. (a) WCAS [Subordinated Lender] will cause Borrower to immediately put a legend on or otherwise indicate on the [Subordinated Lender] Note that the [Subordinated Lender] Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS shall not, without prior written consent No amendment of the Required Lenders, agree to Subordinated Debt documents will modify this Agreement in any way that terminates or impairs the subordination of the Subordinated Debt or the subordination of any security interest or lien that Lenders have in Borrower’s property. No amendment, modification or supplement to waiver of any provision of the Subordinated Debt DocumentsDocuments (including any refinancing thereof) shall be made without first obtaining the consent of Lenders, if the effect of such amendment, modification or supplement thereof is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the [Subordinated Lender] Note; (iiiii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually thereof; (iii) impose on Borrower or in the aggregate would be adverse to Borrower any guarantor of the Subordinated Debt or Lenders; (iv) impose on Borrower any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (viv) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any guarantor of the Subordinated Debt; or (viv) xxxxx x xxxx otherwise increase the obligations of Borrower or security interest in favor of any holder guarantor of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCAS[Subordinated Lender], which individually or in the aggregate would be materially adverse to Borrower or Lenders, provided, however, that WCAS shall be permitted to amend or modify any guarantor of the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedLenders. (c) Until the Senior Discharge DateAt any time without notice to [Subordinated Lender], Lenders may take such action with respect to the Senior Debt as Lenders, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Lenders’ rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is are subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required LendersSenior Agent, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, Senior Creditors; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, ; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Lendersthe Senior Creditors. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until At any time without notice to Subordinated Creditor, the Senior Discharge Date, Lenders Creditors may take such action with respect to the Senior Debt as Lendersthe Senior Creditors, in their sole discretion, may deem appropriate, including, without limitation, terminating advances, increasing the principal, extending the time of payment, increasing interest rates, renewing, compromising or otherwise amending any documents affecting the Senior Debt and any Collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person; provided, howeverthat, that unless and until notwithstanding the Subordinated Note is paid in full in cashforegoing, Lenders may not, without prior written consent of WCAS, the Senior Creditors shall not agree to any amendment, modification or supplement to waiver of any provision of the Senior Term Loan Documents, Debt without Subordinated Creditor’s prior written consent if the effect of such amendment, modification or supplement waiver is to: (i) increase the maximum principal amount of the Senior Debt (other than (aas a result of capitalized interest) or increase the Obligations, in a principal amount not to exceed each case, above $20,000,000 (which180,000,000, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase extend the interest rates applied to the unpaid principal balance time of payment of the Senior Debt; , or (iii) impose any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in renew, replace, extend or supplement the Senior Term Loan Documents Debt or Obligations other than as in effect on the date hereofpermitted by clauses (i) and (ii) above. No action or inaction will impair or otherwise affect Lenders’ any Senior Creditor’s rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required LendersSenior Agent, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, Senior Creditors; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx gxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, ; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Lendersthe Senior Creditors. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until At any time without notice to Subordinated Creditor, the Senior Discharge Date, Lenders Creditors may take such action with respect to the Senior Debt as Lendersthe Senior Creditors, in their sole discretion, may deem appropriate, including, without limitation, terminating advances, increasing the principal, extending the time of payment, increasing interest rates, renewing, compromising or otherwise amending any documents affecting the Senior Debt and any Collateral securing the Senior Debt, and enforcing or failing to enforce any rights against Borrower or any other person; provided, howeverthat, that unless and until notwithstanding the Subordinated Note is paid in full in cashforegoing, Lenders may not, without prior written consent of WCAS, the Senior Creditors shall not agree to any amendment, modification or supplement to waiver of any provision of the Senior Term Loan Documents, Debt without Subordinated Creditor’s prior written consent if the effect of such amendment, modification or supplement waiver is to: (i) increase the maximum principal amount of the Senior Debt (other than (aas a result of capitalized interest) or increase the Obligations, in a principal amount not to exceed each case, above $20,000,000 (which180,000,000, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase extend the interest rates applied to the unpaid principal balance time of payment of the Senior Debt; , or (iii) impose any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in renew, replace, extend or supplement the Senior Term Loan Documents Debt or Obligations other than as in effect on the date hereofpermitted by clauses (i) and (ii) above. No action or inaction will impair or otherwise affect Lenders’ any Senior Creditor’s rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required LendersSenior Agent, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, Senior Creditors; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx 9[xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, Debt][terminate or impair the subordination of any security interest or lien securing the Subordinated Debt in favor of the Senior Creditors]; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Lendersthe Senior Creditors. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until At any time without notice to Subordinated Creditor, the Senior Discharge Date, Lenders Creditors may take such action with respect to the Senior Debt as Lendersthe Senior Creditors, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Lenders’ any Senior Creditor’s rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required LendersSenior Agent, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, Senior Creditors; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, ; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Lendersthe Senior Creditors. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until At any time without notice to Subordinated Creditor, the Senior Discharge Date, Lenders Creditors may take such action with respect to the Senior Debt as Lendersthe Senior Creditors, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Lenders’ any Senior Creditor’s rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.137168310 v21

Legend; Amendment of Debt. (a) WCAS Subordinated Creditor will cause Borrower to immediately put a legend on or otherwise indicate on the Subordinated Note that the Subordinated Note is subject to this Agreement. (b) Until the Senior Discharge Date, WCAS Subordinated Creditor shall not, without prior written consent of the Required LendersSenior Agent, agree to any amendment, modification or supplement to waiver of any provision of the Subordinated Debt Documents, if the effect of such amendment, modification or supplement waiver is to: (i) terminate or impair the subordination of the Subordinated Debt in favor of the Lenders, Senior Creditors; (ii) increase the interest rate in respect of on the Subordinated Debt or change (to earlier dates) the dates upon which principal, interest and other sums are due under the Subordinated Note; (iii) alter the redemption, prepayment or subordination provisions of the Subordinated Note in a manner that individually or in the aggregate would be adverse to Borrower of the Subordinated Debt or LendersDebt; (iv) impose on Borrower or any other Obligor any new or additional prepayment charges, premiums, reimbursement obligations, reimbursable costs or expenses, fees or other payment obligations; (v) alter the representations, warranties, covenants, events of default, remedies and other provisions in a manner which would make such provisions materially more onerous, restrictive or burdensome to BorrowerBorrower or any other Obligor; (vi) [xxxxx x xxxx or security interest in favor of any holder of the Subordinated Debt on any asset or Collateral to secure all or any portion of the Subordinated Debt, Debt][terminate or impair the subordination of any security interest or lien securing the Subordinated Debt in favor of the Senior Creditors]; or (vii) otherwise increase the obligations, liabilities and indebtedness in respect of the Subordinated Debt or confer additional rights upon WCASSubordinated Creditor, which individually or in the aggregate would be materially adverse to Borrower Borrower, any other Obligor or Lendersthe Senior Creditors. Any such amendment, provided, however, that WCAS modification or waiver made in violation of this Section 10(b) shall be permitted to amend or modify the Subordinated Debt Documents to modify or add covenants or defaults to the extent the corresponding provisions of the Senior Term Loan Documents have been added, amended or modifiedvoid. (c) Until At any time without notice to Subordinated Creditor, the Senior Discharge Date, Lenders Creditors may take such action with respect to the Senior Debt as Lendersthe Senior Creditors, in their sole discretion, may deem appropriate, provided, however, that unless and until the Subordinated Note is paid in full in cash, Lenders may notincluding, without prior written consent limitation, terminating advances, increasing the principal, extending the time of WCASpayment, agree to increasing interest rates, renewing, compromising or otherwise amending any amendment, modification or supplement to the Senior Term Loan Documents, if the effect of such amendment, modification or supplement is to: (i) increase the maximum principal amount of documents affecting the Senior Debt other than (a) in a principal amount not to exceed $20,000,000 (which, for the avoidance of doubt, may be provided under a second lien term loan agreement) and (b) as such principal amount of Senior Debt may be increased by the accrual of PIK interest; (ii) increase the interest rates applied to the unpaid principal balance of any Collateral securing the Senior Debt; , and enforcing or (iii) impose failing to enforce any restrictions on the making of payments with respect to the Subordinated Debt that do not already exist in the Senior Term Loan Documents as in effect on the date hereofrights against Borrower or any other person. No action or inaction will impair or otherwise affect Lenders’ any Senior Creditor’s rights under this Agreement. For the further avoidance of doubt, notwithstanding anything to the contrary set forth herein, Lenders shall not require the consent of WCAS to impose default interest on the Senior Debt under the terms of the Senior Term Loan Documents.