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 identical to the Initial Term Loans, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 and any Term Loan Increase 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 identical to the Initial Term LoansLoans existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to Administrative Agent; provided that the documentation governing any Incremental Term Loans may include any Previously Absent Financial Maintenance Covenant so long as the Administrative Agent (except shall have been given prompt written notice thereof and this Agreement is amended to include such Previously Absent Financial Maintenance Covenant for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as benefit of the Incremental Amendment Date)each Facility; provided provided, further, that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees, it being understood that, if required to consummate such Term 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 Term Loan Increase) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Commitments, and except as otherwise set forth herein, to the extent not identical to any class of Incremental Term Loans each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory shall be (taken as a whole) no more favorable to the Administrative Agent Incremental Lenders than those applicable to the Facility, except to the extent such terms, (except for covenants or other provisions (aI) are conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Facility, as determined solely by the Administrative Agent and the Borrower or (bII) are applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Class class of Incremental Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 Borrowers and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth herein, to the extent not identical to the Initial Term Loans, each existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise as reasonably satisfactory to the Administrative Agent (but in no event shall any such Incremental Facility have covenants and defaults materially more restrictive (taken as a whole) than those under this Agreement except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) and defaults applicable only to periods after the Latest Maturity Date as at the time of the such Incremental Amendment Facility Closing Date); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments. Notwithstanding the foregoing, and in the case of any Incremental Loans or Incremental Commitments, except as otherwise set forth herein, to the extent such terms and provisions are not identical to the Initial terms and provisions of any Class of Term LoansLoans existing on the Incremental Facility Closing Date, such terms and provisions shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) if more favorable to the existing Term Lenders under the applicable Class of Term Loans, conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or for the benefit of the Term Lenders, (b) applicable only to periods after the Latest Maturity Date with respect to existing Term Loans as of the Incremental Amendment Date)Date or (c) reasonably satisfactory to the Administrative Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be (subject to any conforming changes pursuant to clause (a) above) identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 identical to the Initial Term LoansLoans existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise as reasonably satisfactory to the Administrative Agent (except for it being understood that covenants or and other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) that are only applicable only to periods after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as of agreed between the Borrower and the applicable Incremental Amendment DateTerm Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on 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 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 identical to any Class of Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 identical to any Class of Term Loans existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses clause (i) and (ii) below, as applicable, and below or otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Agent; provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans being increased, in each case, as existing on the Incremental Facility Closing Date. The terms, provisions and documentation of an Incremental Revolving Credit Commitment shall be identical (other than with respect to upfront fees or similar fees) to the Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 Loan Commitments shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Term Loan Commitments, and except as otherwise set forth herein, to the extent not identical to consistent with the Initial Term LoansLoans existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and through (iiiii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent Lender Representative (except for covenants or other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment for the benefit of the Lenders or (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date); provided that in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on 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 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 identical to any Class of then-existing Term Loans or Revolving Credit Commitments, as applicable, each existing on the Initial Term LoansIncremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise reasonably satisfactory to the Administrative Agent (except for covenants or other provisions (a) conformed (or added) in the Loan Credit Documents pursuant to the related Incremental Amendment or for the benefit of all Lenders, (b) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment Date)Date or (c) reasonably satisfactory to the Administrative Agent; provided that in the case of a an Incremental Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Incremental Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID or similar fees) to the applicable Class of then-existing Term Loans or Revolving Loan Credit Commitments being increased, in each case, as existing on the Incremental Facility Closing DateDate (after giving effect to Section 2.18(e)). 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 identical to the Initial Term LoansLoans existing on the Incremental Facility Closing Date, shall be consistent with clauses (i) and (ii) below, as applicable, and otherwise as reasonably satisfactory to the Administrative Agent (except for it being understood that covenants or and other provisions (a) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or (b) that are only applicable only to periods after the Latest Maturity Date at the time of such Incremental Facility Closing Date shall be as of agreed between the Borrower and the applicable Incremental Amendment DateTerm Lenders and need not be reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than with respect to upfront fees, OID original issue discount or similar feesfees and subject to clause (f)) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. 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 new Class shall be as agreed between the Borrower and the applicable Incremental Lenders providing such Incremental Commitments, and except as otherwise set forth hereinTerm Commitments and, to the extent not substantially identical to any Class of Term Loans existing on the Initial Term Loans, shall be consistent with Incremental Facility Closing Date (except to the extent permitted by clauses (i) and through (ii) below, as applicable), and otherwise reasonably satisfactory shall be no more favorable to the Administrative Agent Incremental Lenders in respect of such Incremental Term Loans than the comparable provisions of a Class of Term Loans existing on the Incremental Facility Closing Date (except for covenants or other except, in each case, if any such more favorable provisions are (a1) conformed (or added) in the Loan Documents pursuant to the related Incremental Amendment or for the benefit of the Lenders, (b2) applicable only to periods after the Latest Maturity Date as of the Incremental Amendment DateFacility Closing Date or (3) otherwise reasonably satisfactory to the Administrative Agent); provided that in the case of a Term Loan Increase or a Revolving Commitment Increase, the terms, provisions and documentation (other than the Incremental Amendment evidencing such increase) of such Term Loan Increase or Revolving Commitment Increase shall be identical (other than including with respect to the maturity date, but excluding, with respect to upfront fees, OID or similar fees) to the applicable Class of Term Loans or Revolving Loan Commitments being increased, in each case, as existing on the Incremental Facility Closing Date. In any event: